Common use of Alternative Dispute Resolution Clause in Contracts

Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the The parties agree that it is in their best interests to resolve all disputes or controversies (except for violations of Section IV) arising out of this Agreement in a cost effective and timely manner. Therefore, any controversy of claim arising out of this Agreement or the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validityinterpretation thereof (except, scope and enforceability of these Dispute Resolution Proceduresin each case, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party with respect to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”Section IV). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally settled by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered of the American Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third Association applicable to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, employer disputes; and judgment upon the award rendered by the arbitrator(s) in such arbitration shall be binding upon the parties final and may be entered by in any court having jurisdiction thereof. The place Notice of the demand for arbitration shall be Xxxxxx Countyfiled in writing with the other party to this Agreement and with the American Arbitration Association. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claims, New Yorkdispute or other matter in question would be barred by the applicable statute of limitation. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any Party desiring to initiate arbitration procedures hereunder shall serve written notice on the other Party. The arbitrator(sparties agree that an arbitrator shall be selected pursuant to these provisions within thirty (30) are not empowered days of the service of the notice of arbitration. In the event of any arbitration pursuant to award damages these provisions, the parties shall retain the rights of all discovery provided pursuant to the California Code of Civil Procedure and the Rules promulgated thereunder, except that all time periods contained in excess said Code of those damages authorized Civil Procedure and its related Rules shall be shortened by fifty percent (50%) for purposes of arbitration proceedings hereunder. Any arbitration initiated pursuant to these provisions shall be on an expedited basis and the Agreementdispute shall be heard within one hundred twenty (120) days following the serving of the notice of arbitration and a written decision shall be rendered within sixty (60) days thereafter. These procedures supplement the American Arbitration Association's procedures and, if there is a conflict, these provisions shall control. All rights, causes of action, remedies and defenses available under California law and equity are available to the parties hereto and shall be applicable as though in a court of law. Each party shall be responsible for its own costs of arbitration including the and fees of the arbitrator(s) shall be borne equally by the partiesany such arbitration.

Alternative Dispute Resolution. In Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the event procedures specified in this Article i, which shall be the sole and exclusive procedures for the resolution of any such disputes The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between senior executives of the Parties who have authority to settle the controversy. Any Party may give the other Party written notice of any dispute between not resolved in the parties relating normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and the response shall include (a) a statement of each Party's position and a summary of arguments supporting that position, and (b) the name and title of the senior executive who will represent that Party and of any other person who will accompany such executive. Within thirty (30) Days after delivery of the disputing Party's notice, the designated senior executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this Agreementclause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the dispute has not been resolved by negotiation of the designated senior executives of the Parties within sixty (60) Days of the receiving Party's receipt of the disputing Party's notice, or if the Parties failed to meet within thirty (30) Days of the receiving Party's receipt of the disputing Party's notice, the parties agree Parties shall endeavor to settle the dispute by mediation under the then-current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the Parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect its rights or property or maintain the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any representationjudicial action or proceeding for any such interim, warranty provisional or injunctive relief shall not constitute a waiver of the right or obligation thereinof either Party to submit the dispute to negotiation and mediation as described above, including any claims or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages disputes arising from the termination exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the Agreement: provided thatinitiation of the above procedures, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party Party may give initiate litigation upon thirty (30) Days' written notice to the other party Party; provided, however, that if one Party has requested the other to participate in any of the existence above non-binding procedures and the other has failed to participate, the requesting Party may initiate litigation before expiration of a the above period. The prevailing Party in the resolution of any dispute hereunder shall be entitled to have its costs and expenses incurred in the prosecution of such dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each partyincluding, not involved in the Disputewithout limitation, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including reasonable attorneys' fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected ) reimbursed by the other two. The arbitration shall be governed by Party promptly after the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction resolution thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

Alternative Dispute Resolution. In the event Any dispute arising out of any dispute between the parties or relating to this Agreement, the parties agree that the following dispute resolution procedures Agreement shall be followed: “Dispute” resolved in accordance with the procedures specified in this Article K, which shall mean any alleged material breach be the sole and exclusive procedures for the resolution of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or such disputes. The parties shall attempt in good faith to resolve any dispute regarding any damages arising from out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the termination controversy and who are at a higher level of management than the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunderpersons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party's notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the then current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the existence of a dispute (a “Dispute Notice”). Step one above non-binding procedures and the other has failed to participate, the requesting party may initiate litigation before expiration of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten above period. GAS GATHERING AGREEMENT (10EXPANSION SYSTEM) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.PAGE 15

Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the The parties agree that the following any dispute resolution procedures relating to either party’s rights or obligations under this Agreement shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding resolved by the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Alternative Dispute Resolution Procedures(ADR) provisions set forth herein. To begin an ADR proceeding, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either a party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give provide written notice to the other party of the existence issues to be resolved by ADR. Within 14 days after its receipt of a dispute (a “Dispute Notice”)notice of ADR, the other party may, by written notice, add additional issues to be resolved. Step one Within 21 days following receipt of the Alternate Dispute Resolution requires original ADR notice, the parties shall select a senior executive of mutually acceptable independent, impartial and conflicts-free neutral to preside over the proceeding. If the parties are unable to agree on a mutually acceptable neutral within such period, each partyparty will select one independent, not involved in the Disputeimpartial and conflicts-free neutral and those two neutrals will select a third independent, to negotiate over a period of at least impartial and conflicts-free neutral within ten (10) days after a Dispute Notice is giventhereafter. None of the neutrals selected may be current or former employees, officers or directors of either party, its subsidiaries or affiliates. The senior executives will continue parties shall convene in a location mutually agreed upon to negotiate past conduct a hearing before the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two neutral no later than 56 days after selection of the Alternate Dispute Resolution requires neutral (unless otherwise agreed upon by the parties). The ADR Process shall include a pre-hearing exchange of exhibits and summary of witness testimony upon which each party is relying, proposed rulings and remedies on each issue, and a brief in support of each party’s proposed rulings and remedies not to exceed 20 pages. The pre-hearing exchange must be completed no later than 10 days prior to the hearing date. Any disputes relating to the pre-hearing exchange shall be resolved by the neutral. No discovery shall be permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. The hearing shall be conducted on 2 consecutive days, with each party entitled to 5 hours of hearing time to present its case, including cross-examination. The neutral shall adopt in its entirety the proposed ruling and remedy of one of the parties to submit to mediation upon on each disputed issue but may adopt one party’s proposed rulings and remedies on some issues and the request of either party to other party’s proposed rulings and remedies on other issues. The neutral shall rule within 14 days after the Center for Public Resources to provide a member hearing and shall not issue any written opinion. The expenses of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed ADR process shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne shared equally by the parties, with each party bearing its own costs and expenses. Step Three The rulings of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration neutral shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16binding, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties non-appealable and may be entered by as a final judgment in any court having jurisdiction thereofjurisdiction. The place To the extent not contradicted by the parties’ contractual agreement regarding ADR rules and procedures contained herein, the rules of arbitration shall be Xxxxxx Countythe CPR Institute for Dispute Resolution (“CPR”) 366 Madison Avenue, 14th floor, New York, N.Y. 10017 shall apply. The arbitrator(s) are not empowered to award damages in excess Portions of those damages authorized this Exhibit, indicated by the Agreement. All costs of arbitration including xxxx “[***],” were omitted and have been filed separately with the fees Secretary of the arbitrator(s) shall be borne equally by Commission pursuant to the partiesRegistrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Alternative Dispute Resolution. In the event of The parties shall attempt in good ------------------------------ faith to resolve any dispute between the parties arising out of or relating to this Agreement, Agreement promptly by negotiations between executives who have authority to settle the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereundercontroversy. Any party may give written notice to the other party written notice of the existence of a any dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved resolved in the Dispute, to negotiate over a period normal course of at least ten business. Within twenty (1020) days after delivery of said notice, executives of both parties shall meet at a Dispute Notice is givenmutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. The senior executives will continue to negotiate past If the ten matter has not been resolved within sixty (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two 60) days of the Alternate Dispute Resolution requires disputing party's notice, or if the parties fail to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days days, either party may initiate mediation of his the controversy or her appointment claim as provided hereinafter. If a negotiator intends to help be accompanied at a meeting by an attorney, the other negotiator shall be given advance notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence. If the above referenced dispute has not been resolved by negotiation as provided above, the parties resolve shall endeavor to settle the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) dispute by mediation under the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the then current Center for Public Resources Rules ("CPR") Model Procedure for Non-Administered Arbitration Mediation of Business Disputes, by three arbitrators, of whom each . One neutral third party shall appoint one and the third to will be selected by from the other twoCPR Panels of Neutrals to mediate the dispute. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon If the parties and may be entered encounter difficulty in agreeing on a neutral, they will seek the assistance of CPR in the selection process. In the event of a dispute arising out of or relating to this contract or the breach, termination or validity thereof, which has not been resolved by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(snon- binding means as provided in this Section 13.5 above within sixty (60) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees days of the arbitrator(s) shall be borne equally by initiation of such procedure, either party may seek any remedy available at law or equity, including recourse to the partiescourts.

Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the parties agree that the following To begin an alternative dispute resolution procedures ( roceeding, a party shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give provide written notice to the other party of the existence issues to be resolved by ADR. Within fourteen (14) days after its receipt of a dispute notice of ADR, the other party may, by written notice, add additional issues to be resolved. Within twenty-one (a “Dispute Notice”). Step one 21) days following receipt of the Alternate Dispute Resolution requires original ADR notice, the Parties shall select a senior executive of mutually acceptable independent, impartial and conflicts-free neutral to preside over the proceeding. If the Parties are unable to agree on a mutually acceptable neutral within such period, each partyparty will select one independent, not involved in the Disputeimpartial and conflicts-free neutral and those two neutrals will select a third independent, to negotiate over a period of at least impartial and conflicts-free neutral within ten (10) days after a Dispute Notice is giventhereafter. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two None of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request neutrals selected may be current or former employees, officers or directors of either party or its subsidiaries or affiliates. The Parties shall convene in a location mutually agreed upon to conduct a hearing before the Center for Public Resources to provide a member neutral no later than fifty-six (56) days after selection of the CPR Panel of Neutrals to act as mediator to work with neutral (unless otherwise agreed upon by the parties to resolve their differencesParties). The mediator appointed ADR process shall be qualified by experience include a pre-hearing exchange of exhibits and summary of witness testimony upon which each party is relying, proposed rulings and remedies on each issue, and a brief in support of each party s proposed rulings and remedies not to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within exceed twenty (20) pages. The pre-hearing exchange must be completed no later than ten (10) days prior to the hearing date. Any disputes relating to the pre-hearing exchange shall be resolved by the neutral. No discovery shall be permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. The hearing shall be conducted on two (2) consecutive days, with each party entitled to five (5) hours of hearing time to present its case, including cross-examination. The neutral shall adopt in its entirety the proposed ruling and remedy of one of the Parties on each disputed issue but may adopt one party rulings and remedies on some issues and the other party proposed rulings and remedies on other issues. The neutral shall rule within fourteen (14) days of his or her appointment the hearing, shall not issue any written opinion, and shall not refer any portion of the dispute to help mediation without the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a Parties prior, written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reachedconsent. The costs rulings of the mediationneutral shall be binding, including and non-appealable and may be entered as a final judgment in any court having jurisdiction. The neutral(s) shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.paid as follows:

Alternative Dispute Resolution. The parties recognize that from time to time a dispute may arise relating to either Party's rights or obligations under this Agreement (a "Dispute"). The Parties agree that any such dispute shall be resolved by the provisions set forth in this Exhibit, the result of which shall be binding upon the parties. To begin the process, a Party first must send written notice to the other Party in accordance with the terms of the Agreement describing the dispute and requesting attempted resolution by good faith negotiations between their respective president or principal executive officer (or their designees) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. Subject to the foregoing, a Party may seek arbitration of an unresolved Dispute in Denver, Co, in accordance with the Rules of the American Arbitration Association ("AAA") governing commercial transactions. The arbitration tribunal shall consist of three (3) arbitrators. The Party initiating arbitration shall nominate one arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the request for arbitration and the other Party shall nominate a second arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the answer thereto. The two arbitrators so named will then jointly appoint the third arbitrator (who shall be knowledgeable in the industry but shall not be affiliated with either Party) as chairman of the arbitration tribunal. If either Party fails to nominate its arbitrator, or if the arbitrators named by the parties fail to agree on the person to be named as chairman within sixty (60) days, the office of the AAA in Denver, CO shall make the necessary appointments of an arbitrator or the chairman of the arbitration tribunal. The award of the arbitration tribunal shall be final and judgment upon such an award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such an award and an order of enforcement. Notwithstanding anything herein to the contrary, nothing in this Exhibit shall preclude any Party from seeking interim or provisional relief, in the form of a temporary restraining order, preliminary injunction or other interim equitable relief concerning the Dispute, either prior to or during the Mediation if necessary to protect the interests of such Party, or to obtain specific performance of obligations under this Agreement. Further, this Section shall be specifically enforceable. Bringing or defending an action for such relief shall not constitute waiver of the right or avoid the obligation to mediate or arbitrate contained in this Agreement. Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked "[***]" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. FIRST AMENDMENT TO CLINICAL CHEMISTRY ANALYZER AGREEMENT This First Amendment to Clinical Chemistry Analyzer Agreement (the "Amendment"), entered into as of April 1st, 2014 (the "Amendment Effective Date") modifies that certain Clinical Chemistry Analyzer Agreement between FUJIFILM Corporation and Heska Corporation, dated January 30, 2007 (''Original Agreement"). The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the "Agreement". Capitalized terms not otherwise defined have the meanings ascribed to them in the Original Agreement. In the event of any dispute conflict between the parties relating to terms and conditions of the Original Agreement and this AgreementAmendment, the parties agree that the following dispute resolution procedures terms and conditions of this Amendment shall be followed: “Dispute” shall mean any alleged material breach control. The headings in this Amendment are included for purposes of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope convenience only and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to affect the other party construction or interpretation of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesits provisions.

Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the parties agree that the following To begin an alternative dispute resolution procedures (“ADR”) proceeding, a party shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give provide written notice to the other party of the existence issues to be resolved by ADR. Within fourteen (14) days after its receipt of a dispute notice of ADR, the other party may, by written notice, add additional issues to be resolved. Within twenty-one (a “Dispute Notice”). Step one 21) days following receipt of the Alternate Dispute Resolution requires original ADR notice, the Parties shall select a senior executive of mutually acceptable independent, impartial and conflicts-free neutral to preside over the proceeding. If the Parties are unable to agree on a mutually acceptable neutral within such period, each partyparty will select one independent, not involved in the Disputeimpartial and conflicts-free neutral and those two neutrals will select a third independent, to negotiate over a period of at least impartial and conflicts-free neutral within ten (10) days after a Dispute Notice is giventhereafter. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two None of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request neutrals selected may be current or former employees, officers or directors of either party or its subsidiaries or affiliates. The Parties shall convene in a location mutually agreed upon to conduct a hearing before the Center for Public Resources to provide a member neutral no later than fifty-six (56) days after selection of the CPR Panel of Neutrals to act as mediator to work with neutral (unless otherwise agreed upon by the parties to resolve their differencesParties). The mediator appointed ADR process shall be qualified by experience include a pre-hearing exchange of exhibits and summary of witness testimony upon which each party is relying, proposed rulings and remedies on each issue, and a brief in support of each party’s proposed rulings and remedies not to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within exceed twenty (20) pages. The pre-hearing exchange must be completed no later than ten (10) days prior to the hearing date. Any disputes relating to the pre-hearing exchange shall be resolved by the neutral. No discovery shall be permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. The hearing shall be conducted on two (2) consecutive days, with each party entitled to five (5) hours of hearing time to present its case, including cross-examination. The neutral shall adopt in its entirety the proposed ruling and remedy of one of the Parties on each disputed issue but may adopt one party’s proposed rulings and remedies on some issues and the other party’s proposed rulings and remedies on other issues. The neutral shall rule within fourteen (14) days of his or her appointment the hearing, shall not issue any written opinion, and shall not refer any portion of the dispute to help mediation without the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a Parties prior, written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reachedconsent. The costs rulings of the mediationneutral shall be binding, including and non-appealable and may be entered as a final judgment in any court having jurisdiction. The neutral(s) shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.paid as follows:

Alternative Dispute Resolution. 16.1 In the event of any dispute between the parties Parties hereto arising from or relating to this Agreement, then, upon the parties agree that written request of either party, each of the following Parties will appoint a designated representative to endeavor to resolve such dispute. The designated representatives will be executives with sufficient authority to engage in good faith negotiations and bind the party s/he represents. If the designated representatives are unable to resolve the dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or within a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising reasonable period (but in no event more than thirty (30) days from the termination date of receipt of written request, then the Agreement: provided that, any attempt by either dispute will be escalated to representatives of each party to obtain or enforce equitable remedies, including but not limited to at least one (1) level higher in their respective CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[*****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. organizations than those involved in the previous round of negotiations. Except if a court determines preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party injunctive relief is warranted upon application of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Parties to this Agreement, no formal proceedings relating to such dispute may be commenced until the escalated representatives conclude in good faith that amicable resolution through continued negotiation of the matter in issue does not appear likely. If the escalated representatives are also unable to resolve the dispute within a reasonable period, (but in no event more than sixty (60) days from the date of receipt of written request), the Parties shall submit the dispute for non-binding mediation by a single mediator in accordance with the rules of the CPR Institute for Dispute Resolution requires (xxx.xxxxxx.xxx) (“CPR”) or, when either of the Parties is not a senior executive U.S. entity, with the ADR rules of each partythe International Chamber of Commerce (“ICC”), not utilizing rules and procedures in place at the time of the dispute. Such mediator shall be competent in any technical, employment law or other issue(s) involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is givendispute. The senior executives will continue to negotiate past In the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of event the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties Parties are unable to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties dispute within twenty thirty (2030) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs commencement of the mediation, including fees and expensesor if one party fails to participate in the mediation as agreed herein, shall be borne equally either party may refer the dispute to arbitration by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted a sole arbitrator (for disputes arising under an SOW for $5 million or less) or 3 arbitrators (for claims arising under an SOW over $5 million) in accordance with the Center for Public Resources CPR Rules for Non-Administered Arbitration of Business DisputesDisputes then currently in effect, or, when either of the Parties is not a U.S. entity, in accordance with the arbitration rules of the ICC. Unless otherwise agreed by three arbitratorsthe Parties, the mediator shall be disqualified from serving as arbitrator in the case. The place of whom each party arbitration shall appoint one be New York, New York, and the third to language of the arbitration shall be selected by the other twoEnglish. The arbitration shall be governed by the United States Federal Arbitration Act, 9 U.S.C. §§ 1-16, Act and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place Parties will participate in the arbitration in good faith, and will share equally in the administrative costs of arbitration shall be Xxxxxx County, New Yorkthe mediation and arbitration. The arbitrator(s) are arbitrator shall not be empowered to award damages in excess of those compensatory damages, and each party irrevocably waives all rights to recover such non-compensatory damages authorized with respect to any Dispute resolved by the Agreementarbitration hereunder. All costs of arbitration including the fees Globoforce irrevocably waives all objections to venue, jurisdiction of the arbitrator(s) shall be borne equally court, and right to trial by the partiesjury in any judicial action, proceeding or claim ancillary to an arbitration arising out of this Agreement.

Alternative Dispute Resolution. In the event of The Parties shall attempt by direct good faith negotiations to resolve promptly any dispute between the parties arising out of or relating to this Agreement, . If the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall matter cannot be deemed a Dispute hereunder. Any party may resolved in the normal course of business either Party shall give the other Party written notice to (the other party of the existence of a dispute (a “Dispute Notice”). Step one ) of any such dispute not resolved at which time the dispute shall be referred to the senior management of the Alternate 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 thirty (30) business days of the Dispute Resolution requires a senior executive Notice, then the Parties shall endeavor to settle the dispute by mediation under the supervision of and in accordance with the CPR Model Mediation Procedure for Business Disputes in Europe. Unless otherwise agreed, both parties or each partyindividual party may request the CPR to appoint an independent mediator. The language of the mediation shall be in English and the seat of mediation shall be agreed upon by both parties or, not involved in the Disputeevent the parties do not timely agree, to negotiate over a period of at least ten the seat will be determined by the mediator. If the dispute has not been resolved by mediation as detailed above within ninety (1090) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of Notice, either party may submit the dispute to arbitration for resolution in accordance with the CPR Arbitration Rules. A single, impartial arbitrator mutually acceptable to the Center for Public Resources to provide a member of Parties shall conduct the CPR Panel of Neutrals to act as mediator to work with arbitration. In the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to event the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties Parties cannot agree on an arbitrator within twenty (20) business days of his or her appointment the submission of the dispute to help arbitration, either Party may request the parties resolve the Dispute. Efforts CPR to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that appoint an impasse has been reachedarbitrator. The costs seat of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed in London, United Kingdom, unless the Parties agree otherwise. As a condition of appointment of the arbitrator, said arbitrator shall agree to use her/his best efforts to conclude the proceeding within ninety (90) business days. Said arbitrator shall have the authority to limit the volume of evidence and documents to be submitted by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and Parties. Any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator(s) shall arbitrator. This § 13.12 shall, however, not be binding upon construed to limit or to preclude the parties and may be entered by rights of either Party under § 13.10 from bringing any action in any court having of competent jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesfor injunctive or other provisional relief as necessary or appropriate.

Alternative Dispute Resolution. In the event Any dispute arising out of any dispute between the parties or relating to this Agreement, the parties agree that the following dispute resolution procedures Agreement shall be followed: “Dispute” resolved in accordance with the procedures specified in this Article K, which shall mean any alleged material breach be the sole and exclusive procedures for the resolution of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or such disputes. The parties shall attempt in good faith to resolve any dispute regarding any damages arising from out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the termination controversy and who are at a higher level of management than the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunderpersons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party’s notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the then current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the existence of a dispute (a “Dispute Notice”). Step one above non-binding procedures and the other has failed to participate, the requesting party may initiate litigation before expiration of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesabove period.

Alternative Dispute Resolution. In the event of For any dispute between the parties relating to and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement, the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by then either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to after such sixty (60) day period advise the other party of its intent to pursue such claim, dispute, or controversy in Alternative Dispute Resolution (ADR) in a writing which describes in reasonable detail the existence nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a dispute (a “Dispute Notice”). Step one representative who shall have the authority to bind such party and shall additionally have advised the other party in writing of the Alternate Dispute Resolution requires a senior executive name and title of each party, such representative. By not involved in the Dispute, to negotiate over a period of at least later than ten (10) business days after the date of such notice of dispute, such representatives shall agree upon a third party, which is in the business of providing Alternative Dispute Notice is givenResolution (ADR) services (hereinafter, “ADR Provider”) and shall schedule a date with such ADR Provider to engage in ADR. The senior executives will continue to negotiate past Thereafter, the representatives of the parties shall engage in good faith in an ADR process under the auspices of the selected ADR Provider. If within the aforesaid ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two ) business days after the date of the Alternate Dispute Resolution requires notice of dispute the representatives of the parties have not been able to submit agree upon an ADR Provider and schedule a date to mediation upon engage in ADR, or if they have not been able to resolve the request dispute within thirty (30) business days after the conclusion of ADR, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either party to the Center state or federal courts of India for Public Resources to provide a member all the operational matters and of the CPR Panel State of Neutrals Delaware for all the disputes related to act as mediator Licensed Know-How and Intellectual Property rights, to work with whose jurisdiction for such purposes each of LICENSOR and LICENSEE hereby irrevocably consents and submits. Notwithstanding the parties to resolve their differences. The mediator appointed foregoing, nothing in this Section 11.8 shall be qualified by experience construed to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days waive any rights or timely performance of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the obligations existing under this Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

Alternative Dispute Resolution. In Mindful of the high cost of litigation, not only in dollars, but also in time and energy, the parties intend to and do hereby establish the following out-of-court alternate dispute resolution procedure to be followed in the event of any controversy or dispute should arise out of, or relating to this contract or relating to any change orders or other changes or addendums to this contract. If a dispute develops between the parties to this contract, they will submit to mediation to address any controversy or claim arising out of, or relating to this Agreementcontract or relating to any change orders or other changes or addendums to this contract. Prior to the beginning of the mediation process, the parties may agree that if there is one or more disputed items that remain unresolved at the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs end of the mediation, the parties will proceed with binding mediation where the mediator will render a final and binding decision on those unresolved items, or the parties may elect to submit the remaining unresolved items to a med-arb procedure where a new and separate binding arbitration session will be scheduled to settle any unresolved issues remaining after the mediation session has been concluded. The parties must mutually agree to utilize binding mediation or arbitration or the parties will be bound only to participate in the mediation process. The mediation and/or arbitration shall be conducted by and according to the Mediation and/or Arbitration Rules and Procedures of JAMS. Both parties shall share the cost of the dispute resolution process equally up to and including the mediation settlement agreement or arbitration award although personal attorneys and witnesses or specialists are the direct responsibility of each party and their fees and expenses, expenses shall be borne equally by the responsibility of the individual parties. As part of the decision of the mediator in binding mediation or as part of the Arbitration Award, the mediator or arbitrator shall award the prevailing party reasonable attorney’s fees and reasonable expenses in any manner in which the mediator or arbitrator feels is fair and equitable to the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding The mediation sagreement and/or arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon on the parties and may shall be entered by enforceable in any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiescompetent jurisdiction.

Alternative Dispute Resolution. In the event Any dispute arising out of any dispute between the parties or relating to this Agreement, the parties agree that the following dispute resolution procedures Agreement shall be followed: “Dispute” resolved in accordance with the procedures specified in this Article K, which shall mean any alleged material breach be the sole and exclusive procedures for the resolution of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or such disputes. The parties shall attempt in good faith to resolve any dispute regarding any damages arising from out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the termination controversy and who are at a higher level of management than the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunderpersons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party’s notice, the executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the then current CPR Institute for Dispute Resolution mediation procedure in effect on the date of this Agreement. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party may seek from any court having jurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the existence of a dispute (a “Dispute Notice”). Step one above non-binding procedures and the other has failed to participate, the requesting party may initiate litigation before expiration of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten above period. GAS GATHERING AGREEMENT (10EXPANSION SYSTEM) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.PAGE 15

Alternative Dispute Resolution. In the event of For any dispute between the parties relating to and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement, including any dispute relating to patent validity or infringement, which the parties agree that the following dispute resolution procedures Parties shall be followed: “Dispute” unable to resolve within sixty (60) days, the Party raising such dispute shall mean any alleged material breach promptly advise the other Party of any representationsuch claim, warranty dispute or obligation thereincontroversy in a writing that describes in reasonable detail the nature of such dispute. By not later than ten (10) business days after the recipient has received such notice of dispute, or each Party shall have selected for itself a disagreement regarding representative who shall have the interpretationauthority to bind each such Party and shall additionally have advised the other Party in writing of the name and title of such representative. By not later than twenty (20) business days after the date of such notice of dispute, performance or nonperformance such representatives shall select a mutually agreed upon independent expert schedule a date for engaging in an ADR process. Thereafter, the representatives of any provision thereof, or the validity, scope and enforceability Parties shall engage in good faith in an ADR process. If the representatives of these Dispute Resolution Procedures, or any the Parties have not been able to resolve the dispute regarding any damages arising from within thirty (30) business days after the termination of the Agreement: provided thatADR, the Parties shall have the right to pursue any attempt by either party other remedies legally available to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a resolve such dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the DisputeEnglish courts, to negotiate over a period of at least ten (10) days after a Dispute Notice is givenwhose jurisdiction for such purposes the Owner and the Licensee each irrevocably consents and submits. The senior executives will continue to negotiate past Notwithstanding the ten (10)foregoing, day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed nothing in this Schedule 2 shall be qualified by experience construed to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days waive any rights or timely performance of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reachedany obligations existing under this Agreement. The costs of the mediation, including fees and expenses, such ADR process shall be borne equally by the partiesParties. Step Three Material Transfer Agreement UNIVERSITY COLLEGE XXXXXX Xxxxx Xxxxxx London WC1E 6BT MATERIAL TRANSFER AGREEMENT UNIVERSITY COLLEGE LONDON has collected and/or developed the materials known as: (Insert description of materials below) [To be completed] (“Materials”) Providing University College London Scientist is: (Insert name and department) Professor Xxx Xxxxxx Department of Gynaecological Oncology (the “Provider”) Company Scientist is: (Insert name) [To be completed] (the “Company Scientist”) The Company Scientist is an employee of: (Insert company name and full address) Ciphergen Biosystems, Inc. a Delaware corporation having its principal place of business at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, U.S.A (the “Company”) The Company wishes to acquire a sample of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center Materials for Public Resources Rules academic research relating to: (Insert description of academic research for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third which Materials are to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.used)

Alternative Dispute Resolution. In the event of (a) The parties shall attempt in good faith to resolve any dispute between the parties arising out of or relating to this Agreement, Agreement promptly by negotiations between executives who have authority to settle the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereundercontroversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 20 days after delivery of said notice, executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within 60 days of the disputing party's notice, or if the parties fail to meet within 20 days, either party may initiate mediation of the controversy or claims as provided in Section 8.11(c). (b) If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator shall be given at least three working days' notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence. (c) If negotiation fails within the time limits provided in Section 8.11(a), either party may initiate a mediation proceeding by a request in writing to the other party party. Thereupon, both parties will be obligated to engage in a mediation. The proceeding will be conducted in accordance with the presently effective CPR Model Procedure for Mediation of Business Disputes, with the following exceptions; (i) The mediator shall be an attorney experienced in mediating large commercial disputes, who shall be compensated at his normal hourly or per diem rates for all time spent by him in connection with the proceedings, and whose fees shall be borne equally by the parties. If the parties have not agreed within 30 days of the existence request for mediation on the selection of a dispute (a “Dispute Notice”). Step one of mediator willing to serve, the Alternate Dispute Resolution requires a senior executive of each partyCenter for Public Resources, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide party, shall appoint a member of the CPR Panel Panels of Neutrals to act who meets the above qualifications as mediator to work with the parties to resolve their differencesmediator. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20ii) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until the conclusion of the proceeding, which is deemed to occur when: (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the after making a good faith effort to mediate, either party or both parties agree assert in writing that an impasse has been reached. The costs Neither party may withdraw before the conclusion of the mediationproceeding. Thereafter, including fees and expensesif a settlement has not been reached, the parties shall be borne equally free to pursue such rights and remedies, at law or in a equity, as may be available to them. A-41 46 (d) The parties regard the obligations in this Section 8.11 as an essential provision of this Agreement and one that is legally binding on them. In case of a violation of such obligation by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputeseither party, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by bring an action to seek enforcement of such obligation in any court of law having jurisdiction thereof. The place This Section 8.11 shall in no way affect the arbitration procedures set forth in Article I or Article V of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the this Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.8.12

Alternative Dispute Resolution. In Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the event procedures specified in this Section L, which shall be the sole and exclusive procedures for the resolution of any such disputes. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any Party may give the other Party written Notice of any dispute between not resolved in the parties relating to this Agreementnormal course of business. Within fifteen (15) Days after delivery of the Notice, the parties agree that the following dispute resolution procedures receiving Party shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice submit to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is givenwritten response. The senior executives will continue to negotiate past Notice and the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed response shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until include (a) a written settlement is reachedstatement of each Party’s position and a summary of arguments supporting that position, and (b) the mediator concludes name and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs title of the mediationexecutive who will represent that Party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing Party’s Notice, including fees the executives of both Parties shall meet at a mutually acceptable time and expensesplace, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be borne equally treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by the parties. Step Three these persons within forty-five (45) Days of the Alternate Dispute Resolution requires disputing Party’s notice, the parties dispute shall be referred to agree more senior executives of both Parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing Party’s Notice, either Party may initiate litigation; provided, however, that if one Party has requested the other to participate in the above non-binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one procedures and the third other has failed to be selected by participate, the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and requesting Party may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees initiate litigation before expiration of the arbitrator(s) shall be borne equally by the partiesabove period.

Alternative Dispute Resolution. In the event of any dispute between the parties relating JURY TRIAL By entering into this Lease, STATE does not agree to this Agreementbinding arbitration, the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Proceduresmediation, or any dispute regarding other form of mandatory Alternative Dispute Resolution. The parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any damages arising right to a jury trial. SPOLIATION – PRESERVATION OF EVIDENCE LANDLORD shall promptly notify STATE of all potential claims that arise from or result from this Lease. LANDLORD shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the termination circumstances surrounding a potential claim, while maintaining public safety, and grants to STATE the opportunity to review and inspect such evidence, including the scene of an accident. INDEMNIFICATION [Please see the Agreement“Guidelines to Managing Contractual Risk Manual” of OMB’s Risk Management Division found at: provided xxxxx://xxx.xx.xxx/omb/agency/risk-management- services/contractual-risk.] INSURANCE [Please see the “Guidelines to Managing Contractual Risk Manual” of OMB’s Risk Management Division found at: xxxxx://xxx.xx.xxx/omb/agency/risk-management- services/contractual-risk.] CONFIDENTIALITY LANDLORD shall not use or disclose any information it receives from STATE under this Lease that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Lease or as authorized in advance by STATE. STATE shall not disclose any information it receives from LANDLORD that LANDLORD has previously identified as confidential and that STATE determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of STATE and LANDLORD to maintain confidentiality of information under this section continues beyond the Term of this Lease. LANDLORD acknowledges that STATE possesses substantial amounts of information at the leased Premises that is confidential pursuant to state law. LANDLORD, if it views, comes into possession of, or otherwise becomes knowledgeable of confidential information located at the leased Premises, shall maintain the confidentiality of that information and shall refrain from re-disclosing that information to any third party. LANDLORD shall require, by contract, any agent it retains to fulfill its obligations otherwise set out in this Lease to similarly maintain the confidentiality of any information it views, comes into possession or of which otherwise becomes knowledgeable. Those indemnity provisions otherwise set out in the Lease agreement specifically apply to this confidentiality requirement. COMPLIANCE WITH PUBLIC RECORDS LAWS LANDLORD understands that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with this Lease’s Confidentiality clause, STATE must disclose to the Center public upon request any records it receives from LANDLORD. LANDLORD further understands that any records obtained or generated by LANDLORD under this Lease, may, under certain circumstances, be open to the public upon request under the North Dakota public records law. LANDLORD agrees to contact STATE immediately upon receiving a request for Public Resources Rules for Non-Administered Arbitration information under the public records law and to comply with STATE’s instructions on how to respond to the request. STATE AUDIT All records, regardless of Business Disputesphysical form, by three arbitrators, of whom each party shall appoint one and the third accounting practices and procedures of LANDLORD relevant to be selected this Lease are subject to examination by the other twoNorth Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. The arbitration LANDLORD shall maintain all of these records for at least three (3) years following completion of this Lease and be governed by the United States Arbitration Actable to provide them upon reasonable notice. STATE, 9 U.S.C. §§ 1-16State Auditor, and judgment upon the award rendered by the arbitrator(s) or Auditor’s designee shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered provide reasonable notice to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesLANDLORD prior to conducting examination.

Alternative Dispute Resolution. It is hereby understood and agreed that all disputes or differences which may arise under this policy, whether arising before or after termination of this policy, including any determination of the amount of Loss or the formation and validity of this policy, shall be subject to the alternative dispute resolution (“ADR”) process set forth in this clause. Either the Insurer or the Insured Persons may elect the type of ADR discussed below; provided, however, that the Insured Persons shall have the right to reject the Insurer’s choice of ADR at any time prior to its commencement, in which case the Insured Persons’ choice of ADR shall control. The Insurer and Insured Persons agree that there shall be two choices of ADR: (1) non-binding mediation administered by the American Arbitration Association, in which the Insurer and Insured Persons shall try in good faith to settle the dispute by mediation under or in accordance with its then-prevailing Commercial Mediation Rules; or (2) arbitration submitted to the American Arbitration Association under or in accordance with its then-prevailing Commercial Arbitration Rules, in which the arbitration panel shall be composed of three disinterested individuals. In either mediation or arbitration, the mediator(s) or arbitrators shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. The arbitrators shall also give due consideration to the general principles of the law of the state where the Company is incorporated in the construction or interpretation of the provisions of this policy; provided, however, that the terms, conditions, provisions and exclusions of this policy are to be construed in an even-handed fashion in the manner most consistent with the relevant terms, conditions, provisions or exclusions of the policy. In the event of any dispute between the parties relating to this Agreementarbitration, the parties agree that decision of the following dispute resolution procedures arbitrators shall be followed: “Dispute” final and binding and provided to both parties, and the arbitrators' award shall mean any alleged material breach not include attorneys' fees or other costs. In the event of any representationmediation, warranty or obligation thereineither party shall have the right to commence a judicial proceeding; provided, or a disagreement regarding however, that no such judicial proceeding shall be commenced until the interpretation, performance or nonperformance mediation shall have been terminated and at least one-hundred-twenty (120) days shall have elapsed from the date of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereundermediation. Any party may give written notice to the other party Either choice of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and ADR may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties commenced in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx CountyNew York, New York. The arbitrator(s) are not empowered to award damages ; Atlanta, Georgia; Chicago, Illinois; Denver, Colorado; or in excess of those damages authorized by the Agreement. All costs of arbitration including the fees state indicated in Item 1 of the arbitrator(s) shall be borne equally by Declarations as the partiesmailing address for the Company.

Alternative Dispute Resolution. MEDIATION In the event of any dispute between regarding the Contractor, Design Professional or Owner (hereinafter referred to as party/parties relating to for this section only) under this Agreement, the party asserting a dispute shall notify the appropriate Owner’s designated Administrator in writing. The Owner’s Administrator or designee will then attempt to negotiate a settlement of the dispute between the parties. If the Owner’s Administrator, or designee, determines he or she is unable to negotiate a settlement between the parties, the parties may participate in mediation. A request for mediation must be made in writing to the Owner and the parties shall agree that upon the following location of the mediation. A mediator mutually agreed upon by the parties shall conduct the mediation process. Mediation shall be voluntary, non-binding and all proceedings in connection with such shall be subject to this Agreement and applicable provisions of Arkansas law. Any mediation fees shall be borne equally between the parties. The parties shall coordinate mediation and the Owner shall notify the University of Arkansas System Office of any mediation prior to it taking place. The Owner’s Administrator or designee may view any and all mediation proceedings. Any settlements arising out of the mediation process must be approved by the University of Arkansas System Office. Notwithstanding anything to the contrary contained herein, if any dispute arises between the Parties, whether or not it requires at any time the use of dispute resolution procedures described above, in no event, nor for any reason, shall be followed: “Dispute” shall mean any alleged material breach the Contractor or the Design Professional interrupt the provision of any representation, warranty services or obligation thereinperformance to the Owner, or a disagreement regarding the interpretationperform any other action that prevents, performance or nonperformance of any provision thereofslows down, or reduces, in any way, the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination provisions of the AgreementAgreement unless: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement authority to do so is reached, granted by the Owner or (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse Agreement has been reached. The costs of the mediation, including fees and expenses, shall be borne equally terminated by the partiesOwner. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.END OF DOCUMENT SECTION 00800 - SUPPLEMENTARY CONDITIONS MODIFICATIONS TO GENERAL CONDITIONS

Alternative Dispute Resolution. In the event The parties will attempt in good faith to promptly resolve any controversy or claim arising out of any dispute between the parties or relating to this AgreementAgreement through negotiations between BUYER and SELLER before resorting to other remedies available to them. If a controversy or claim should arise, a representative of BUYER and of SELLER (herein called the "project representatives") who are empowered to resolve the matter, will meet in San Antonio, Texas, at least once, and will attempt to resolve the matter. Either project representative may request the other to meet within fourteen (14) days, at a mutually agreed time. If the matter has not been resolved within twenty-one (21) days of their first meeting, the parties agree that project representatives shall refer the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party matter to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved who shall have full authority to settle the dispute. Thereupon, the project representatives shall promptly prepare and exchange memoranda stating the issues in dispute and their positions, summarizing the Disputenegotiations which have taken place, to negotiate over a period and attaching relevant documents. A senior executive of at least ten SELLER and BUYER will meet for negotiations within fourteen (1014) days after of the end of the twenty-one (21) day period referred to above, at a Dispute Notice is givenmutually agreed time. The first meeting shall be held at the offices of the project representative receiving the request to meet. If more than one meeting is held, the meetings shall be held in rotation at the offices of BUYER and SELLER. All meetings will be held in San Antonio, Texas. If the matter has not been resolved within thirty (30) days of the meeting of the senior executives will continue to negotiate past the ten (10which period may be extended by mutual agreement), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties will attempt in good faith to submit to mediation upon resolve the request of either party to controversy or claim in accordance with the Center for Public Resources to provide a member Model Procedure for Mediation of Business Disputes. If the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar matter has not been resolved pursuant to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties aforesaid mediation procedure within twenty sixty (2060) days of his or her appointment the commencement of such procedure (which period may be extended by mutual agreement), either party may resort to help final and binding arbitration, which shall afford the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reachedexclusive remedy, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed conducted by the United States Arbitration Actone arbitrator. The arbitration shall be held in San Antonio, 9 U.S.C. §§ 1-16, Texas and shall be conducted on a confidential basis. The arbitrator's award shall be supported by law and substantial evidence and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

Alternative Dispute Resolution. In the event of any The parties recognize that from time to time a dispute between the parties may arise relating to either Party’s rights or obligations under this AgreementAgreement (a “Dispute”). The Parties agree that any such dispute shall be resolved by the provisions set forth in this Exhibit, the parties agree that the following dispute resolution procedures result of which shall be followed: “Dispute” shall mean any alleged material breach of any representationbinding upon the parties. To begin the process, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give Party first must send written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted Party in accordance with the Center for Public Resources Rules for Nonterms of the Agreement describing the dispute and requesting attempted resolution by good faith negotiations between their respective president or principal executive officer (or their designees) of the affected subsidiaries, divisions, or business units within twenty-Administered Arbitration eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of Business Disputesthe notice of dispute, by three arbitratorsor if the parties fail to meet within such twenty-eight (28) days, of whom each party either Party may initiate an ADR proceeding as provided herein. The parties shall appoint one and have the third right to be selected represented by counsel in such a proceeding. Subject to the other twoforegoing, a Party may seek arbitration of an unresolved Dispute in Denver, Co, in accordance with the Rules of the American Arbitration Association (“AAA”) governing commercial transactions. The arbitration tribunal shall consist of three (3) arbitrators. The Party initiating arbitration shall nominate one arbitrator (who shall be governed knowledgeable in the industry but not be affiliated with such Party) in the request for arbitration and the other Party shall nominate a second arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the answer thereto. The two arbitrators so named will then jointly appoint the third arbitrator (who shall be knowledgeable in the industry but shall not be affiliated with either Party) as chairman of the arbitration tribunal. If either Party fails to nominate its arbitrator, or if the arbitrators named by the United States Arbitration Actparties fail to agree on the person to be named as chairman within sixty (60) days, 9 U.S.C. §§ 1-16the office of the AAA in Denver, CO shall make the necessary appointments of an arbitrator or the chairman of the arbitration tribunal. The award of the arbitration tribunal shall be final and judgment upon the such an award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by in any competent court having jurisdiction thereofor application may be made to any competent court for judicial acceptance of such an award and an order of enforcement. The place Notwithstanding anything herein to the contrary, nothing in this Exhibit shall preclude any Party from seeking interim or provisional relief, in the form of arbitration a temporary restraining order, preliminary injunction or other interim equitable relief concerning the Dispute, either prior to or during the Mediation if necessary to protect the interests of such Party, or to obtain specific performance of obligations under this Agreement. Further, this Section shall be Xxxxxx County, New Yorkspecifically enforceable. The arbitrator(s) are Bringing or defending an action for such relief shall not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees constitute waiver of the arbitrator(s) shall be borne equally by right or avoid the partiesobligation to mediate or arbitrate contained in this Agreement.

Alternative Dispute Resolution. This Agreement incorporates an alternative dispute resolution provision. Please read the Alternative Dispute Resolution Agreement carefully. You will waive important rights by entering into the Alternative Dispute Resolution Agreement. Any individual dispute (not class actions) arising from or related to this Agreement shall be resolved by binding arbitration as set forth in the Alternative Dispute Resolution Agreement attached hereto and made a part hereof by reference, unless you specifically elect to reject such provisions upon execution of this Agreement or in writing within 30 days after the date of this Agreement. THIS MEANS THAT, TO THE EXTENT PERMITTED BY LAW, BY CHOOSING ARBITRATION OR JUDICIAL REFERENCE, YOU WILL GIVE UP YOUR RIGHT TO HAVE ANY DISPUTE BETWEEN US DECIDED BY A TRIAL BY THE COURT OR A JURY. Mindful of the high cost of litigation, not only in dollars but also in time and energy, the parties intend to and do hereby establish an out-of-court dispute resolution procedure to be followed in the event any controversy should arise out of or relate to any aspect of this Agreement, and regardless of which method of alternative dispute resolution the Borrower has chosen herein. In the event of any controversy, claim or dispute between the parties relating arising out of or related to this AgreementAgreement or the breach, termination, enforcement, interpretation or validity of this Agreement or any part or aspect of it, including determination of the scope, applicability or enforcement of this Agreement or any part or aspect of it (a “Dispute”), the parties agree that shall first try in good faith to settle the following dispute by mediation administered by the American Arbitration Association under its applicable rules. This is a condition precedent to initiating any litigation, arbitration or judicial reference proceeding or any other dispute resolution procedures procedure. Notwithstanding the foregoing, until an arbitration or judicial reference proceeding is commenced, we can still repossess your vehicle and dispose of it according to applicable law if you do not honor your agreement and you or we may seek provisional remedies from a court. Further, this provision shall be followed: “Dispute” shall mean not apply to any alleged material breach of action filed in Small Claims Court. This is a High-Cost Loan. The interest rate is very high; much higher than interest rates you may receive from banks, credit cards, family, friends, a credit union or your employer. We encourage you to seek a loan from any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Proceduressources, or any dispute regarding any damages arising other source, before accepting a loan from the termination of the Agreement: provided thatus, any attempt by either party because you will save money if you can find a loan from these sources which bears interest at a lower rate. If you still decide to obtain or enforce equitable remediesaccept a loan from us, including but not limited we encourage you to preliminary or permanent injunctionspay it off as soon as you can, temporary restraining order or specific performance shall not be deemed even if that means taking out a Dispute hereunder. Any party may give written notice to the other party of the existence of loan somewhere else at a dispute lower interest rate (a “Dispute Notice”there is no prepayment penalty). Step We also strongly encourage you not to request a loan from us, or accept a loan from us, unless it is very important, and not for avoidable expenses such as a vacation, gambling, investments or the like. A high- cost loan like the one provided in this Agreement should only be used to satisfy an immediate and imminent need. If you have any questions or concerns about this loan, or about the availability of an alternative loan from somewhere else, or whether you even should take out any loan, you should consult your attorney, accountant, financial advisor, clergy person, family, friends or a consumer credit counseling You can find a referral to a non-profit consumer credit counseling agency at xxxx://xxx.xxxxxxxxxx.xxx/takethefirststep/locator.html, or you can call the Alternate National Foundation for Credit Counseling at (000) 000-0000 (note: we are not in any way affiliated with this organization and take no responsibility for any action or inaction by them). There are many such consumer credit counseling agencies that can be found with a Google search, or in your local phone book, or at your local chamber of commerce. You acknowledge that you have read and received a signed copy of this Agreement. You acknowledge that you have read and understand the ALTERNATE DISPUTE RESOLUTION PROVISIONS above and in the attached Alternative Dispute Resolution requires a senior executive of each partyAgreement. Borrower Signature X _ _ Date: Xxxxx Xxxxxxxx Co-Borrower’s Signature X _ Date: Teller penn 3/4/2016 3/4/2016 Lender Signature: By: _ Date: 3/4/2016 Name: Title: Unless you are borrowing money for business or commercial purposes, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past following notice applies if the ten (10), day period for as long as both senior executives agree that progress towards a resolution loan is being madeused in whole or in part to purchase the Vehicle: NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF THE GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF. Step Two of the Alternate RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER. ALTERNATIVE DISPUTE RESOLUTION AGREEMENT This Alternative Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide Agreement significantly affects your rights in any dispute with us, and it contains a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differencesclass action waiver. The mediator appointed shall be qualified by experience to deal with issues arising Your choice may result in contracts similar to the Agreement and may be rejected by having disputes resolved without a party only for biasjury. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Please read this Alternative Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesAgreement carefully before you sign it.

Alternative Dispute Resolution. In the event The parties will attempt in good faith to promptly resolve any controversy or claim arising out of any dispute between the parties or relating to this AgreementSchedule through negotiations between BUYER and SELLER before resorting to other remedies available to them. If a controversy or claim should arise, a representative of BUYER and of SELLER (herein called the "project representatives") who are empowered to resolve the matter, will meet in San Antonio, Texas, at least once, and will attempt to resolve the matter. Either project representative may request the other to meet within fourteen (14) days, at a mutually agreed time. If the matter has not been resolved within twenty-one (21) days of their first meeting, the parties agree that project representatives shall refer the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party matter to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved who shall have full authority to settle the dispute. Thereupon, the project representatives shall promptly prepare and exchange memoranda stating the issues in dispute and their positions, summarizing the Disputenegotiations which have taken place, to negotiate over a period and attaching relevant documents. A senior executive of at least ten SELLER and BUYER will meet for negotiations within fourteen (1014) days after of the end of the twenty-one (21) day period referred to above, at a Dispute Notice is givenmutually agreed time. The first meeting shall be held at the offices of the project representative receiving the request to meet. If more than one meeting is held, the meetings shall be held in rotation at the offices of BUYER and SELLER. All meetings will be held in San Antonio, Texas. If the matter has not been resolved within thirty (30) days of the meeting of the senior executives will continue to negotiate past the ten (10which period may be extended by mutual agreement), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties will attempt in good faith to submit to mediation upon resolve the request of either party to controversy or claim in accordance with the Center for Public Resources to provide a member Model Procedure for Mediation of Business Disputes. If the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar matter has not been resolved pursuant to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties aforesaid mediation procedure within twenty sixty (2060) days of his or her appointment the commencement of such procedure (which period may be extended by mutual agreement), either party may resort to help final and binding arbitration, which shall afford the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reachedexclusive remedy, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed conducted by the United States Arbitration Actone arbitrator. The arbitration shall be held in San Antonio, 9 U.S.C. §§ 1-16, Texas and shall be conducted on a confidential basis. The arbitrator's award shall be supported by law and substantial evidence and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

Alternative Dispute Resolution. The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this Policy or the breach, termination or invalidity thereof to the alternative dispute resolution (“ADR”) process described in this section. Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however, that the Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any time prior to its commencement, in which case the choice by the Insured of ADR process shall control. There shall be two choices of ADR process: (1) non-binding mediation administered by any mediation facility to which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in good faith to settle the dispute by mediation in accordance with the then-prevailing commercial mediation rules of the mediation facility; or (2) arbitration submitted to any arbitration facility to which the Insured and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested individuals. In either mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. In the event of any dispute between the parties relating to this Agreementarbitration, the parties agree that decision of the following dispute resolution procedures arbitrators shall be followed: “Dispute” shall mean any alleged material breach of any representationfinal and binding and provided to both parties, warranty or obligation therein, or a disagreement regarding and the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination award of the Agreement: provided thatarbitrators shall not include attorneys’ fees or other costs. In the event of mediation, any attempt by either party shall have the right to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding commence arbitration conducted in accordance with this section; provided, however, that no such arbitration shall be commenced until at least 60 days after the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputesdate the mediation shall be deemed concluded or terminated. In all events, by three arbitrators, of whom each party shall appoint one and share equally the third to expenses of the ADR process. Either ADR process may be selected by commenced in New York, New York or in the other twostate indicated in Item 1 of the Declarations as the principal address of the Named Insured. The arbitration Named Insured shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, act on behalf of each and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by every Insured in connection with any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partiesADR process under this section.

Alternative Dispute Resolution. In Subject to either party’s right to seek injunctive relief, in the event of a dispute of any dispute between kind arising out of or in any way related this Agreement or any Purchase Order issued hereunder, the parties relating shall endeavor in good faith to this Agreementsettle the dispute through negotiation. If the dispute cannot be resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of the parties has the right to request non-binding mediation. If mediation fails to resolve the dispute, the parties agree that to submit the following matter in dispute resolution procedures to binding arbitration. Written notice of the intent to submit a matter to arbitration shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding given by the interpretation, performance or nonperformance of any provision thereof, or party requesting the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is givensame. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed arbitration proceedings shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources CPR Rules for Non-Administered Arbitration Arbitration, then in effect, or, if the parties so agree, the relevant rules of Business Disputesanother arbitration entity or organization. In any case, by three arbitratorsregardless of any rules of the selected arbitration organization to the contrary, only one (1) arbitrator shall be used to decide the outcome of whom each the arbitration. Such arbitration shall be held in Franklin, Kentucky, or if the parties agree upon another location, that other location. The prevailing party shall appoint one and the third be entitled to be selected by the other twoan award of reasonable attorney’s fees. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16§1 et seq., and judgment upon the arbitrator’s award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by in any court having jurisdiction thereofover such matter. The place Each party agrees that any applicable limitations period, whether arising from contract, statute, or otherwise, will be tolled and suspending beginning when a party provides written notice to the other party, as provided for in this Agreement, of a dispute to be resolved under this section or when the parties begin negotiations under this section, whichever is earlier. Tolling and suspension of the limitations period will continue until: (i) the parties resolve the dispute as evidenced by a written settlement agreement or (ii) forty-five (45) calendar days after a binding arbitration decision is rendered, whichever is earlier. Notwithstanding the foregoing, in the absence of a written notice from one party to the other to submit the dispute to either non-binding mediation or binding arbitration (an “ADR Notice”), then either party may provide the other party with written notice that it desires the running of the limitations period to recommence. Such limitations period shall recommence forty-five (45) days thereafter, unless within such forty-five (45) day period the receiving party delivers an ADR Notice to the other party, in which event the limitations period shall be Xxxxxx Countytolled and suspended as set forth above. SELLER ACKNOWLEDGES THAT ITS SALE OF ITEMS OR PROVISION OF SERVICES IS MADE SUBJECT TO THESE TERMS AND CONDITIONS AND TO THE TERMS OF ANY PERMANENT AMENDMENTS AND/OR ADDITIONAL DOCUMENTS INCLUDING BUT NOT LIMITED TO THE SUPPLIER EXPECTATIONS MANUAL AND SUPPLIER PACKAGING AND SHIPPING GUIDELINES. ALL PERMANENT AMENDMENTS AND ADDITIONAL DOCUMENTS ARE HEREBY INCORPORATED BY REFERENCE, New YorkNOTWITHSTANDING THAT SOME TERMS INCORPORATED BY REFERENCE ARE CONTAINED IN DOCUMENTS NOT ATTACHED TO THESE TERMS AND CONDITIONS. The arbitrator(sFranklin Precision Industry, Inc. By: __________________________________ By: ___________________________________ Its: __________________________________ Its: ___________________________________ (“FPI”) are not empowered to award damages in excess (“Supplier”) _____________________________________ _______________________________________ Date of those damages authorized by the Agreement. All costs Execution Date of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.Execution Effective Date: September 14, 2012 WI-8.4-005 Appendix B Controlled Document Approved By: X.Xxxxxx

Alternative Dispute Resolution. In the event of any Any dispute hereunder will be negotiated between the parties relating commencing upon written notice from one party to this Agreementthe other. Settlement discussions and materials will be confidential and inadmissible in any subsequent proceeding without both parties' consent. If the __________________________________ * Confidential Treatment Requested. dispute is not resolved by negotiation within 45 days following such notice, the parties agree that will refer the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach to non-binding mediation conducted by JAMS/EndDispute in Santa Xxxxx County, California (the "Venue"). The parties will share the costs of mediation. If the dispute is not resolved after 45 days of mediation, the parties will refer the dispute to binding arbitration by JAMS/EndDispute in the Venue. The results of any representationarbitration will be final and non-appeallable, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by except that either party may petition any court of competent jurisdiction specified in Section 16 to obtain review any decision relating to Netscape intellectual property matters (including the scope of license rights), vacating or enforce equitable remedies, including but modifying erroneous conclusions of law or findings of fact not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”). Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is givensupported by substantial evidence. The senior executives will continue to negotiate past the ten (10)arbitrator may fashion any legal or equitable remedy except punitive or exemplary damages, day period for as long as which both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differenceswaive. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and arbitrator will render a written decision, which may be rejected entered in and enforced by a party only for biasany court of competent jurisdiction, but which will have no preclusive effect in other matters involving third parties. The mediator shall meet with losing party will pay the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including arbitration and the reasonable legal fees and expensesexpenses of the prevailing party, shall be borne equally as determined by the partiesarbitrator. Step Three The parties will jointly pay arbitration costs pending a final allocation by the arbitrator. At any point in the dispute resolution process, either party may seek injunctive relief preserving the status quo pending the outcome of the Alternate Dispute Resolution requires that process. Except as noted, the parties waive any right to agree judicial process. California law, without regard to binding arbitration conducted in accordance with the Center for Public Resources Rules for Nonits conflict-Administered Arbitration of Business Disputesof-law provisions, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other twowill govern any dispute under this Section 14. The U.S. Arbitration Act and JAMS/EndDispute rules will govern the arbitration shall be governed process. Absent fraudulent concealment, neither party may raise a claim more than 3 years after it arises or any shorter period provided by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place applicable statutes of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the partieslimitations.

Alternative Dispute Resolution. The parties shall, and shall cause both their and their respective subsidiaries’, affiliates’ and associated entities’ current and former officers, partners, directors, employees, agents and representatives, to first attempt to settle any dispute arising out of or relating to the Engagement Letter or the services provided hereunder (the “Dispute”) through good faith negotiations in the spirit of mutual cooperation between representatives of each of the parties with authority to resolve the Dispute. In the event of any dispute between that the parties relating are unable to this Agreement, settle or resolve a Dispute through negotiation within 30 days of when one of the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to has notified the other party of the existence Dispute by delivering a notice of a dispute (a “dispute, or such longer period as the parties may mutually agree upon, such Dispute Notice”). Step one shall, as promptly as is reasonably practicable, be subject to mediation pursuant to the National Mediation Rules of the Alternate ADR Institute of Canada, Inc. that are in force at the time the notice of dispute is delivered. Any Dispute Resolution requires remaining unresolved for more than 60 days following the parties first meeting with a senior executive mediator or such longer period as the parties may mutually agree upon shall, as promptly as is reasonably practicable, be resolved by arbitration pursuant to the Arbitration Rules of each partythe ADR Institute of Canada, not involved Inc. (the “Arbitration Rules”) that are in force at the time the Dispute is subject to arbitration. For certainty, the parties hereby waive any right they may otherwise have to bring a court action in connection with a Dispute. The parties also waive any right they may otherwise have to bring or participate in a class, collective or representative proceeding in connection with a Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is givenwhether in court or before an arbitrator. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made. Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed arbitrator’s decision shall be qualified by experience to deal with issues arising in contracts similar to the Agreement final, conclusive and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties. Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties, and the parties and shall have no right to appeal or seek judicial review of the DocuSign Envelope ID: 15EF36B1-58B9-4317-8617-47D68F9BC2A7 arbitrator’s decision. For certainty, the parties hereby waive any right of appeal which may otherwise be entered by any court having jurisdiction thereofavailable under applicable legislation or under the Arbitration Rules. The place of mediation and arbitration shall be Xxxxxx County, New Yorkthe city in Canada in which the principal KPMG office that performed the engagement is located. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees language of the arbitrator(s) mediation and arbitration shall be borne equally by the partiesEnglish.