Common use of Confidential Binding Arbitration Clause in Contracts

Confidential Binding Arbitration. 15.1. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving Wave on one side and any Merchant on the other, including, but not limited to issues of arbitrability, and including, without limitation, any action or dispute that predates this Agreement, will, at the option of any party to such action or dispute, be determined by arbitration before a single arbitrator in Miami, Florida. The arbitration shall be administered by and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitrator shall apply Florida law to the merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Judgment upon any award may be entered in any court having jurisdiction. Any legal fees and costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought. 15.2. No discovery shall be taken in support of the arbitration, although each side shall exchange such documents and other information (a) as may be required by this Agreement; and (b) that the side intends to introduce at the arbitration hearing. In addition, each side shall exchange such additional information as may be directed by the arbitrator, either on his/her own motion or on application of any party for good cause shown. 15.3. The arbitral award (the “Award”) shall be (a) rendered within 120 days after the arbitrator’s acceptance of his or her appointment; (b) delivered in writing; (c) the sole and exclusive final and binding remedy with respect to the dispute between and among the parties without the possibility of challenge or appeal, which are hereby waived; and (d) accompanied by a form of judgment. The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Agreement shall be deemed commercial. The arbitrator shall have the authority to grant any equitable or legal remedies, including, without limitation, entering preliminary or permanent injunctive relief. 15.4. The Parties agree that, subject to any non-waivable disclosure obligations under federal law, the arbitration, and all matters relating thereto or arising thereunder, including, without limitation, the existence of the dispute, the arbitration and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any decision of the arbitrator or Award), shall be kept strictly confidential, and each Party hereby agrees that such information shall not be disclosed beyond: (a) the arbitrator and necessary support personnel; (b) the participants in the arbitration; (c) those assisting the Parties in the preparation or presentation of the arbitration; and (d) other employees or agents of the Parties with a need to know such information. In all events, the Parties shall treat information pertaining to the arbitration with the same care that they treat their most valuable proprietary secrets. In the event that federal law imposes upon any Party an obligation to disclose the fact of the arbitration or the nature of the claims or counterclaims asserted, such Party or Parties shall disclose no more than the minimum information required by law after first consulting with and attempting in good faith to reach agreement with the opposing Party or Parties regarding the scope and content of any such required disclosure. Notwithstanding any provisions of this Agreement, or any statute protecting the confidentiality of the arbitration and proceedings taken in connection therewith, in the event that either of the Parties is required to defend themselves in response to later proceedings instituted by the other in any court, relating to matters decided in the arbitration, such Party shall be relieved of any obligation to hold confidential the arbitration and its proceedings in order to submit, confidentially if and to the extent possible, sufficient information to such court to allow it to determine whether the doctrines of res judicata, collateral estoppel, bar by judgment, or other similar doctrines apply to such subsequent proceedings. 15.5. Any Party that prevails in arbitration or other legal proceeding arising out of this Agreement shall be entitled to recover reasonable attorney’s fees and costs, including administrative and filing fees, arbitrator compensation, and expert witness fees.