Common use of Dispute Resolution and Applicable Law Clause in Contracts

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or in connection with this Agreement or its SCHEDULESEXHIBITS, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULESEXHIBITS, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out Dispute Resolution and Applicable Law. Customer and VARLO agree all disputes regarding Customer’s purchase of or in connection with this Agreement or its SCHEDULES, or related to VARLO products (the alleged breach, termination, validity, interpretation or violation thereof, “Claim”) shall be submitted to the MANAGEMENT COMMITTEE for resolutionresolved by binding arbitration, which shall convene, whether in person or otherwise, is an alternative to resolve such dispute in a timely mannertrial by jury. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site The arbitration shall be Denverbefore a retired Superior Court Judge in Camden County, Colorado. The mediation shall be conducted New Jersey, in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association then in effect (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, “AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award applicable law shall be New Jersey law, without reference to its conflicts of laws provisions, or federal law, as applicable. Customer and VARLO agree any decision by the arbitrator shall be final and binding. The parties agree the arbitration proceeding will be kept confidential and the existence of the arbitrators proceeding and any element of it (including, without limitation, any pleadings, briefs, submissions, awards, materials exchanged in discovery) will not be disclosed beyond the arbitration proceedings, except as may be lawfully required in judicial or regulatory proceedings relating to the arbitration, or as specifically permitted by law. This arbitration agreement does not preclude you or VARLO from seeking action by federal, state, or local government agencies. Neither you nor XXXXX may act as a class representative, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. Further, it is agreed that the language in these Terms shall be final interpreted as to its fair meaning and binding not strictly for or against any party. Customer stipulates to personal jurisdiction in New Jersey and agrees to accept service of process by registered or certified mail. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THE PARTIES WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. FORCE MAJEURE VARLO is excused for failure to perform its obligations under this agreement if it is prevented or delayed in performing those obligations by an event of force majeure. An event of force majeure means any event or circumstance, regardless of whether it was foreseeable, that was not caused by VARLO and prevents VARLO from complying with any of its obligations under this agreement. For purposes of example, such event of force majeure includes, but is not limited to, acts of God, pandemics, fires, floods, hurricane, explosions, riots, wars, acts of terrorism, acts of any governmental authority, strikes and other labor difficulties, and other events or circumstances beyond the reasonable control of VARLO. USER CONTENT If Customer or Customer Team Representative(s) provides photos and/or testimonials to VARLO , Customer authorizes VARLO to use such photos and testimonials in the marketing of VARLO’s goods and services. Customer represents and warrants that any content submitted to Customer is original to it, that VARLO owns all applicable legal rights in such content, and that the content does not infringe upon the partiesrights of any other person or entity, and judgment on or enforcement of including individuals depicted within the award so rendered may be sought, had or entered in any court having jurisdiction.content. Customer

Dispute Resolution and Applicable Law. All disputes18.1 The provisions of this Article 18 shall be valid and enforceable notwithstanding the illegality, differences invalidity, or questions unenforceability under the law specified in Section 18.12 of any other provisions of this Agreement. Arbitration pursuant to this Article 18 shall not be subject to the condition of exhaustion of local remedies such as that referred to in Article 26 of the ICSID Convention. In order to provide prior notice and a reasonable opportunity for the Parties to resolve disputes without resorting to arbitration, as a condition to any Party or Parties submitting a dispute to arbitration under this Article 18, the Party or Parties shall provide written notice of the dispute to all other Parties and shall submit the dispute to arbitration only after the passage of thirty (30) days from the date of delivery of such notice on all Parties pursuant to Article 22 of this Agreement; provided, however, that where a Party has given notice of dispute(s) it shall not be necessary for any other Party to give a similar notice in order to participate in the arbitration of such dispute(s); and provided, further, that once a dispute is submitted to arbitration no additional notice of dispute(s) shall be required in order for any Arbitrating Party to add, to modify or redefine those disputes which it seeks to resolve in such arbitration. Any dispute arising out of under this Agreement, or in connection any way connected with this Agreement (including its formation and any questions regarding arbitrability or its SCHEDULESthe existence, validity or related to termination of this Agreement), between (i) the alleged breachGovernment, terminationthe State, validityany State Entity and/or the Local Authorities, interpretation on the one hand, and (ii) one or violation thereofmore of the MEP Participants, shall on the other hand, may be submitted to arbitration pursuant to this Article 18. The MEP Participants may submit any dispute to arbitration jointly and may assign rights granted under this Agreement among themselves for purposes of arbitration, it being further understood and agreed that the MANAGEMENT COMMITTEE for resolutionforegoing shall not require that, in an arbitration to which shall convenemore than one MEP Participant is a party, whether in person the MEP Participants must take a joint position on any or otherwiseall disputed issues. In addition, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) any MEP Participant that demonstrates to the other reasonable satisfaction of the arbitral tribunal that it has a genuine interest in the issues in dispute and agrees to be bound by any award in respect of any fact or matter determined in the proceeding may intervene in any arbitration proceeding in which it is not already a party, and any such Dispute Notice must set forth subject only to its willingness to accept the subject matter record as previously established in the proceeding prior to its notice of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdictionintervention.