Common use of Disputes Clause in Contracts

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 8 contracts

Samples: Employment Agreement (Bellicum Pharmaceuticals, Inc), Employment Agreement (Marker Therapeutics, Inc.), Employment Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy The parties hereby consent and agree that (i) all disputes between the Company and Executive parties, arising out of or including those relating to this Agreement, the breach existence and validity of this Agreement, Release Agreement and any dispute as to the Company’s employment arbitrability of Executive, or otherwise a matter under this provision, shall be settled by submitted to full and binding arbitration conducted by and in the Commonwealth of Virginia, before a single arbitrator in Houston, Texas panel of three arbitrators and administered by the American Arbitration Association in accordance with (“AAA”) under its Employment Arbitration Rules and Mediation Procedures, provided, however, that this provision shall not require arbitration of any claim which, by law, cannot be the subject of a compulsory arbitration agreement, ( ii) notwithstanding the “AAA Rules”) then foregoing, each party irrevocably submits to the jurisdiction of any Commonwealth of Virginia State or Federal court in effect and any action or proceeding provided for under Section 1.7 of the Severance Agreement or with respect to enforcement of any judgment on upon the award rendered by the arbitrator arbitrators, and hereby waives the defense of inconvenient forum to the maintenance of any such action or proceeding, (iii) either party may elect to invoke the Optional Rules for Emergency Measures of Protection provided under the AAA’s Employment Arbitration Rules and Mediation Procedures, (iv) judgment upon the award rendered by the arbitrators may be entered in by any court having jurisdiction thereof . Both Employee and the Company hereby waive the right , (v) except as otherwise required by applicable law to a trial by jury or judge render this Section 7 fully enforceable, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either each party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters responsible for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his own costs and expenses in (including attorneys’ fees)of any arbitration hereunder and one-half of the arbitrator’s fees and costs pursuant to this Section 7; provided, however, that if the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs Employee prevails on any dispute covered by this provision, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and then the Company shall reimburse the Employee for the Employee’s reasonable attorneys’ fees and legal expenses, no later than thirty (30) days following any final resolution of such dispute, and (vi) each have party has knowingly and voluntarily agreed to enter into this arbitration clause and, except as provided in Section 1.7 of the Severance Agreement, hereby waives any rights that might otherwise exist with respect to resolution of disputes between them, including with respect to the right to resolve any dispute request a jury trial or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by other court action instead of arbitration proceeding.

Appears in 8 contracts

Samples: Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.), Severance Agreement (Lumber Liquidators Holdings, Inc.)

Disputes. Any dispute Except as set forth in this Paragraph 13, any dispute, claim or controversy difference arising between the Company and Executive Executive (each a “Party,” and jointly, the “Parties”), including any dispute, claim or difference arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall will be settled exclusively by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the rules of the Judicial Arbitration Rules and Mediation Services, Inc. ( “JAMS”). The arbitration will be held Chicago, Illinois unless the “AAA Rules”) then Parties mutually agree otherwise. Nothing contained in effect and judgment on the award rendered by the arbitrator may this Paragraph 13 will be entered construed to limit or preclude a Party from bringing any action in any court having of competent jurisdiction thereof for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Both Employee Each Party shall bear its own costs and fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the Parties, provided, however, if the arbitrator determines that any Party has acted in bad faith, the arbitrator shall have the discretion to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to claims that, but for this mandatory arbitration clause, could be brought against Company hereby waive under any applicable federal or state labor or employment law (“Employment Law”), the right arbitrator shall be granted and shall be required to exercise all discretion belonging to a trial by jury court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any remedies or judge penalties, or by otherwise and provided further that Company may be required to pay filing or administrative proceeding fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award of the arbitrator entered in any court having jurisdiction thereof. All aspects of the arbitration shall be considered confidential and shall not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be unrelated proceeding brought as by a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration third party.

Appears in 5 contracts

Samples: Executive Employment Agreement (Potbelly Corp), Executive Employment Agreement (Potbelly Corp), Executive Employment Agreement (Potbelly Corp)

Disputes. Any dispute The parties agree to resolve any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled Agreement by binding arbitration conducted by and under the Federal Arbitration Act before a single one arbitrator in the City of Houston, Texas State of Texas, administered by the American Arbitration Association in accordance with under its Employment Commercial Arbitration Rules (the “AAA Rules ”) then in effect , and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the The Company hereby waive the right to shall reimburse Employee, on a trial by jury or judge, or by administrative proceeding current basis, for any covered claim or dispute. To the extent the AAA Rules conflict all legal fees and expenses incurred by Employee in connection with any provision or aspect of dispute arising under this Agreement , this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant , including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy fees and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent expenses of the Company and Executive. All claims arbitrator, disputes unless the arbitrator finds Employee brought such claim in bad faith, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each event each party shall bear pay its or his own costs and expenses and Employee shall repay to the Company any fees and expenses previously paid on Employee’s behalf by the Company. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided federal, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information state, or intellectual property (including local court or before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, without limitation with respect to such controversy or dispute, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead survive the termination of arbitration this Agreement.

Appears in 5 contracts

Samples: Severance Agreement (Cyberonics Inc), Severance Agreement (Cyberonics Inc), Retention Agreement (Cyberonics Inc)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating in relation to this Agreement, or the breach of this Agreement or alleged breach thereof, the Company’s employment of Executive, or otherwise which cannot be settled amicably, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the Commercial Arbitration Rules of the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the country of Belize ( or such other Center location as the “AAA Rules” parties may agree) then three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before three (3) arbitrators who shall be appointed in effect and judgment on accordance with the award rendered said rules. The arbitration proceedings shall be held at the ICA location agreed to by the arbitrator parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entered in entitled under the law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge special, indirect, consequential, or by administrative proceeding, for any covered claim punitive damages arising out of or dispute. To the extent the AAA Rules conflict with any provision or aspect of related to this Agreement, this Agreement shall control or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitrator arbitration award shall have be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not serve as precedent or authority in any subsequent proceeding, provided, however, that if the losing party should fail to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation comply with the award, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by law or controversy and seek interim provisional court orders, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results substance of any arbitration hereunder without proceedings shall be kept confidential by all parties and by the prior written consent arbitrators; however, the fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the Company proceeding, including the fees and Executive. All claims costs of attorneys, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity accountants, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity witnesses, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions compensation of the Federal Arbitration Act (9 U.S.C. arbitrators, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided assessed by the arbitrator. Likewise, procedural questions which grow out arbitrators against the parties according to the arbitrators' determination of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration fault.

Appears in 4 contracts

Samples: Distribution Agreement (BERITA CAPITAL Corp), Distribution Agreement (BERITA CAPITAL Corp), Distribution Agreement (BERITA CAPITAL Corp)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Denver, Texas Colorado administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee Executive and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ( the “FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 4 contracts

Samples: Employment Agreement (Signal Genetics, Inc.), Employment Agreement (Signal Genetics, Inc.), Employment Agreement (Signal Genetics, Inc.)

Disputes. Any dispute The parties agree to resolve any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled Agreement by binding arbitration conducted by and under the Federal Arbitration Act before a single one arbitrator in the City of Houston, Texas State of Texas, administered by the American Arbitration Association in accordance with under its Employment Commercial Arbitration Rules (the “AAA Rules ”) then in effect , and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the The Company hereby waive the right to shall reimburse Executive, on a trial by jury or judge, or by administrative proceeding current basis, for any covered claim or dispute. To the extent the AAA Rules conflict all legal fees and expenses incurred by Executive in connection with any provision or aspect of dispute arising under this Agreement , this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant , including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy fees and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent expenses of the Company and Executive. All claims arbitrator, disputes unless the arbitrator finds Executive brought such claim in bad faith, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each event each party shall bear pay its or his own costs and expenses and Executive shall repay to the Company any fees and expenses previously paid on Executive’s behalf by the Company. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided federal, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information state, or intellectual property (including local court or before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, without limitation with respect to such controversy or dispute, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead survive the termination of arbitration this Agreement.

Appears in 4 contracts

Samples: Change of Control and Severance Agreement (Hanover Compressor Co /), Change of Control Agreement (Exterran Holdings Inc.), Change of Control Agreement (Independence Contract Drilling, Inc.)

Disputes. Any dispute All disputes, controversies or controversy between the Company and Executive claims connected with, arising out of of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach or default of this Agreement, the Company’s employment creation, termination or nonrenewal of Executive this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise , . All controversies shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( Rules. The arbitration shall be governed by the “AAA Rules”) then in effect United States Arbitration Act, 9 U.S.C. § 1-16, as amended, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of the arbitration shall be at Chicago, Illinois. Dealer consents to personal jurisdiction of the federal and state courts located in the State of Illinois for the purpose of enforcing this provision or confirming any arbitration award. No party shall be entitled to receive an award of damages in excess of actual damages and in no event shall the parties receive an award of punitive, special or consequential damages, or prejudgment interest. Except for claims based on sums owing to Boston Whaler for Products purchased by Dealer, or sums owing to Dealer for the reimbursement of funds it paid for Products that were previously returned to Boston Whaler or claims based on Section 11 hereof, all arbitration claims and proceedings must be instituted within one (1) year after the dispute arises, and the Company hereby waive failure to institute arbitration proceedings within such period shall constitute an absolute ban to the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results institution of any arbitration hereunder without proceedings and a waiver and relinquishment of all such claims. This paragraph shall survive the prior written consent expiration or termination of the Company and Executive. All claims, disputes, or causes of action under this Agreement , whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 3 contracts

Samples: Sales and Service Agreement (Marinemax Inc), Sales and Service Agreement (Marinemax Inc), Sales and Service Agreement (Marinemax Inc)

Disputes. Any dispute All disputes, controversies or controversy between the Company and Executive claims connected with, arising out of of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach or default of this Agreement, the Company’s employment creation, termination or nonrenewal of Executive this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise , . All controversies shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( Rules. The arbitration shall be governed by the “AAA Rules”) then in effect United States Arbitration Act, 9 U.S.C. § 1-16, as amended, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of the arbitration shall be at Chicago, Illinois. Dealer consents to personal jurisdiction of the federal and state courts located in the State of Illinois for the purpose of enforcing this provision or confirming any arbitration award. No party shall be entitled to receive an award of damages in excess of actual damages and in no event shall the parties receive an award of punitive, special or consequential damages, or prejudgment interest. Except for claims based on sums owing to Sea Ray for Products purchased by Dealer, or sums owing to Dealer for the reimbursement of funds it paid for Products that were previously returned to Sea Ray or claims based on Paragraph 11 hereof, all arbitration claims and proceedings must be instituted within one (1) year after the dispute arises, and the Company hereby waive failure to institute arbitration proceedings within such period shall constitute an absolute ban to the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results institution of any arbitration hereunder without proceedings and a waiver and relinquishment of all such claims. This paragraph shall survive the prior written consent expiration or termination of the Company and Executive Agreement. All claims NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, disputes AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Appears in 3 contracts

Samples: Sales and Service Agreement (Marinemax Inc), Sales and Service Agreement (Marinemax Inc), Sales and Service Agreement (Marinemax Inc)

Disputes. Any dispute or controversy between the Company and Executive all disputes connected with, arising out of or relating to or arising from Executive’s employment with the Company, this Agreement, or the breach of this Agreement Release attached as Exhibit A, the Company’s employment of Executive, or otherwise, shall will be settled by final and binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the rules of the American Arbitration Association as presently in accordance with force. The only claims not covered by this Agreement are claims for benefits under the unemployment insurance or workers’ compensation laws. Any such arbitration will take place in Alameda County, California. The parties hereby incorporate into this agreement all of the arbitration provisions of Section 1283.05 of the California Code of Civil Procedure. The Company understands and agrees that it will bear the costs of the arbitration filing and hearing fees and the cost of the arbitrator. Each side will bear his/its Employment Arbitration Rules ( own attorneys’ fees, and the “AAA Rules”) then arbitrator will not have authority to award attorneys’ fees unless a statutory section at issue in effect the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The arbitration shall be instead of any civil litigation; this means that Executive is waiving any right to a jury trial, and judgment on that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Judgment upon any award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration jurisdiction.

Appears in 3 contracts

Samples: Severance Agreement (Questcor Pharmaceuticals Inc), Severance Agreement (Questcor Pharmaceuticals Inc), Severance Agreement (Questcor Pharmaceuticals Inc)

Disputes. Any dispute or controversy between the Company and Executive all disputes connected with, arising out of or relating to or arising from Executive’s employment with the Company, this Agreement, or the breach of this Agreement Release attached as Exhibit A, the Company’s employment of Executive, or otherwise, shall will be settled by final and binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the rules of the American Arbitration Association as presently in accordance with force. The only claims not covered by this Agreement are claims for benefits under the unemployment insurance or workers’ compensation laws. Any such arbitration will take place in Orange County, California. The parties hereby incorporate into this agreement all of the arbitration provisions of Section 1283.05 of the California Code of Civil Procedure. The Company understands and agrees that it will bear the costs of the arbitration filing and hearing fees and the cost of the arbitrator. Each side will bear his/its Employment Arbitration Rules ( own attorneys’ fees, and the “AAA Rules”) then arbitrator will not have authority to award attorneys’ fees unless a statutory section at issue in effect the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator has authority to make such award as permitted by the statute in question. The arbitration shall be instead of any civil litigation; this means that Executive is waiving any right to a jury trial, and judgment on that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. Judgment upon any award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration jurisdiction.

Appears in 3 contracts

Samples: Employment Agreement (Questcor Pharmaceuticals Inc), Amended and Restated Employment Agreement (Questcor Pharmaceuticals Inc), Severance Agreement (Questcor Pharmaceuticals Inc)

Disputes. Any claim, controversy or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement (including employment of Executive), or the breach breach, performance, termination, enforceability or validity thereof including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration pursuant to this Section 17 if good faith negotiations among the parties do not resolve such claim, dispute or controversy within 60 days after such claim is presented in writing to Company. Such arbitration shall be conducted in Denver, Colorado, and shall proceed in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect, to the extent that such Arbitration Rules are not inconsistent with the provisions of this Agreement ; provided, however, that such Arbitration Rules may be modified as shall be required to provide procedural fairness mandated by state or federal law in a proceeding involving arbitration of claims arising under federal or state civil rights statutes. Such arbitration shall be heard by one arbitrator, who, unless otherwise agreed to by the Company’s employment of Executive, or otherwise parties, shall be settled by binding arbitration conducted by an impartial attorney at law who has had training and before experience as an arbitrator and who has practiced law for at least 15 years as an attorney concentrating in either general litigation or employment matters. If the parties to the dispute are unable to agree on the selection of an arbitrator, the parties shall alternately strike arbitrators from a single arbitrator in Houston, Texas administered panel of arbitrators provided by the American Arbitration Association until a sole arbitrator is selected. Reasonable discovery shall be allowed in accordance with its Employment Arbitration Rules ( the “AAA Rules”) then arbitration and each party may be represented by counsel. The arbitrator shall base his award on applicable law and judicial precedent and include in effect such award a written statement of the reasons upon which the award is based, including findings of fact and judgment on the conclusions of law. The arbitrator may award any remedies allowed by law if liability and damages are proven. The award rendered by the arbitrator shall be final and binding, and judgment may be entered in accordance with applicable law in any court having jurisdiction thereof. Both Employee The costs and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until fees in the arbitration award is rendered shall be shared equally by the parties to the arbitration, except as expressly required otherwise under the applicable federal or state civil rights statutes in any proceeding arising thereunder. Notwithstanding anything to the controversy is otherwise resolved. Except as necessary contrary contained in court proceedings this Section 17, but without limiting the power of the arbitrator to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither grant similar remedies that may be requested by a party nor an arbitrator may disclose the existence in a dispute, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve proceed in any dispute or cause court of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead proper jurisdiction to obtain injunctive relief as provided in Section 14 of arbitration this Agreement.

Appears in 3 contracts

Samples: Lifeline Therapeutics, Inc., Lifeline Therapeutics, Inc., Cogenco International Inc

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, Agreement or the breach thereof or otherwise arising out of this Agreement, the Company Executive’s employment or the termination of Executive that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise ) shall, shall to the fullest extent permitted by law, be settled by binding mediation or arbitration conducted in any forum and form agreed upon by and before a single arbitrator the parties or, in Houston the absence of such an agreement, Texas administered by under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with its the Employment Arbitration Dispute Resolution Rules ( of the “AAA Rules”) then in effect AAA, including, but not limited to, the rules and judgment on procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act ( Section 9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law specifically enforceable. Notwithstanding the foregoing, Executive and the Company this Section 9 shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by not preclude either party from pursuing a court action instead for the sole purpose of arbitration obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

Appears in 3 contracts

Samples: Employment Agreement (4M Carbon Fiber Corp.), Employment Agreement (4M Carbon Fiber Corp.), Employment Agreement (4M Carbon Fiber Corp.)

Disputes. Any dispute controversy or controversy between the Company claim including, but not limited to, errors and Executive, omissions arising out of or relating to this Agreement, Agreement or the breach of this Agreement, the Company’s employment of Executive, or otherwise, thereof that cannot be settled by Advisor and Client shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the Commercial Arbitration Rules of the American Arbitration Association in accordance with its Employment Arbitration Rules ( then applying. Each of the “AAA Rules”) then in effect and judgment on parties to this agreement agrees to bear the expenses of the arbitration proceedings equally. Any arbitration the award of the arbitrators or the majority of them shall be final and binding, and not subject to review or appeal. Judgment upon any arbitration award rendered by the arbitrator may be entered in any court having jurisdiction thereof appropriate jurisdiction. Both Employee and This clause does not constitute a waiver of any right provided by the Company hereby waive Investment Advisors Act of 1940, including the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To choose the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement forum, whether by Employee arbitration or the Company adjudication, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims which to seek resolution of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration disputes.

Appears in 3 contracts

Samples: Investment Advisory Agreement, Investment Advisory Agreement, Investment Advisory Agreement

Disputes. Any dispute dispute, claim or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the breach, termination, enforcement, interpretation or validity thereof hereof (other than an action brought by Employer for injunctive or other equitable relief in the breach enforcement of Employer’s rights under Section 5 above, in which case such action may be brought in any court of competent jurisdiction), including the determination of the scope or applicability of this Agreement, the Company’s employment of Executive, or otherwise Agreement to arbitrate, shall be settled determined by binding arbitration conducted in Boston, Massachusetts, before three neutral arbitrators (one of whom shall be appointed by Employer, one by Executive and before a single arbitrator in Houston, Texas the third by the first two arbitrators). The arbitration shall be administered by the American Arbitration Association in accordance with JAMS pursuant to its Employment Streamlined Arbitration Rules (the “AAA Rules”) then in effect and judgment Procedures. Judgment on the award rendered by the arbitrator Award may be entered in any court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect This clause shall not preclude parties from seeking provisional remedies in aid of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that arbitration from a court of competent jurisdiction could order appropriate jurisdiction. In the event that it shall be necessary or grant, including, without limitation, desirable for Executive to retain legal counsel and/or incur other costs and expenses in connection with the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results enforcement of any arbitration hereunder without the prior written consent or all of the Company and Executive . All claims, disputes, or causes of action ’s rights under this Agreement, whether Employer shall pay (or Executive shall be entitled to recover from Employer, as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the extent that the arbitrators shall determine that Executive has not acted in good faith or presented a bona fide claim or dispute or that under the circumstances recovery by Employee Executive of all or the Company part of any such fees and costs and expenses would be inequitable or otherwise unjust.The parties agree that any and all disputes, must claims or controversies arising out of or relating to this Agreement shall first be brought in an individual capacity submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall not be brought as a plaintiff ( submitted to JAMS, or claimant) or class member in any purported class or representative proceeding its successor, nor joined or consolidated with for final and binding arbitration pursuant to the claims of any other person or entity arbitration clause set forth above. The arbitrator Either party may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural commence mediation by providing to JAMS and the substantive provisions of other party a written request for mediation, setting forth the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the arbitrator mediation proceedings. However The parties covenant that they will participate in the mediation in good faith. Employer shall pay (or Executive shall be entitled to recover from Employer, where a party already has initiated a judicial proceeding as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs of such mediation. All offers, a court may decide procedural questions that grow out promises, conduct and statements, whether oral or written, made in the course of the dispute and bear on the final disposition mediation by any of the matter. Each party shall bear its parties, their agents, employees, experts and attorneys, and by the mediator or his costs any JAMS employees, are confidential, privileged and expenses inadmissible for any purpose, including impeachment, in any arbitration hereunder or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and one-half the party seeking enforcement shall be entitled to an award of the arbitrator’s all costs, fees and costs; provided expenses, however including attorneys’ fees, to be paid by the party against whom enforcement is ordered.In the event that within thirty (30) calendar days after the arbitrator shall have the discretion to award the prevailing party reimbursement date that Executive’s Term of its Employment has been terminated by Employer for Cause or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing Executive for Good Reason, Executive and (in the Company shall each have the right to resolve any dispute or cause case of action involving trade secrets, proprietary information termination for Cause), or intellectual property Employer ( including in the case of termination for Good Reason), without limitation notifies the other in writing that a dispute exists concerning the termination of employment either for Cause or for Good Reason, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead as the case may be (“Notice of arbitration. Dispute”),

Appears in 3 contracts

Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)

Disputes. Any dispute The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or controversy between claim arising from, or related to, this Agreement or to the Company and Executive breach hereof (collectively, arising out of or relating to this Agreement “Dispute”). In particular, the breach Chief Executive Officers of this Agreement the Parties shall attempt to resolve all Disputes. In the event that the Chief Executive Officers cannot reach an agreement regarding a Dispute, and a Party wishes to pursue the Company’s employment of Executive matter, or otherwise, each such Dispute that is not an “Excluded Claim” shall be settled finally resolved by binding arbitration conducted under the then-current Rules of Arbitration of the International Chamber of Commerce (“ICC”) by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association three (3) arbitrators appointed in accordance with its Employment Arbitration the said Rules (the “AAA Rules”) then in effect and Section 10.11.2 below, and judgment on the arbitration award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of As used in this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation Section 10.11, the issuance term “Excluded Claim” shall mean a dispute that concerns the validity or infringement of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, trademark or copyright law) by court action instead of arbitration copyright.

Appears in 3 contracts

Samples: License Agreement (Argos Therapeutics Inc), License Agreement (Argos Therapeutics Inc), License Agreement (Argos Therapeutics Inc)

Disputes. Any dispute The parties agree to resolve any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled Agreement by binding arbitration conducted by and under the Federal Arbitration Act before a single one arbitrator in the City of Houston, Texas State of Texas, administered by the American Arbitration Association in accordance with under its Employment Commercial Arbitration Rules (the “AAA Rules ”) then in effect , and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the The Company hereby waive the right to shall reimburse Executive, on a trial by jury or judge, or by administrative proceeding current basis, for any covered claim or dispute. To the extent the AAA Rules conflict all legal fees and expenses incurred by Executive in connection with any provision or aspect of dispute arising under this Agreement , this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant , including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy fees and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent expenses of the Company and Executive. All claims arbitrator, disputes unless the arbitrator finds Executive brought such claim in bad faith, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each event each party shall bear pay its or his own costs and expenses and Executive shall repay to the Company any fees and expenses previously paid on Executive’s behalf by the Company.The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided federal, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information state, or intellectual property (including local court or before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, without limitation with respect to such controversy or dispute, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead survive the termination of arbitration this Agreement.

Appears in 3 contracts

Samples: Change of Control Agreement (Compressco Partners, L.P.), Change of Control Agreement (CSI Compressco LP), Change of Control Agreement (Compressco Partners, L.P.)

Disputes. Any dispute or controversy between the Company and Executive ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN EXECUTIVE AND COMPANY ARISING OUT OF, arising out of or relating to this Agreement RELATING TO OR OTHERWISE CONNECTED WITH EXECUTIVE’S EMPLOYMENT OR THE TERMINATION OF SUCH EMPLOYMENT, the breach of this Agreement THIS AGREEMENT, the Company’s employment of Executive OR THE VALIDITY, or otherwise CONSTRUCTION, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston PERFORMANCE OR TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN LOS ANGELES, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules CALIFORNIA. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY ( the “AAA Rules” i) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION AND (ii) THE FEDERAL ARBITRATION ACT.THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. Both Employee and the Company hereby waive the right to a trial by jury or judge THE DECISION OF THE ARBITRATOR SHALL BE WRITTEN, or by administrative proceeding FINAL, for any covered claim or dispute CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS.THE PREVAILING PARTY IN SUCH ARBITRATION, AS DETERMINED BY THE ARBITRATOR, AND IN ANY ENFORCEMENT OR OTHER COURT PROCEEDINGS, SHALL BE ENTITLED, TO THE EXTENT PERMITTED BY LAW, TO REIMBURSEMENT FROM THE OTHER PARTY FOR ALL OF THE PREVAILING PARTY’S COSTS (EXCLUDING THE ARBITRATOR’S COMPENSATION AND OTHER ARBITRATION FEES AND COSTS, WHICH SHALL BE PAID BY COMPANY IN ACCORDANCE WITH APPLICABLE STATE LAW), EXPENSES AND ATTORNEY’S FEES. To the extent the AAA Rules conflict with any provision or aspect of this Agreement JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, this Agreement shall control EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant TO THE EXTENT PERMITTED BY LAW, including THE PROCEEDINGS AND RESULTS, without limitation INCLUDING THE ARBITRATOR’S DECISION, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration SHALL BE KEPT CONFIDENTIAL.

Appears in 2 contracts

Samples: Separation Agreement and Release (Artistdirect Inc), Agreement for Consulting Services (Artistdirect Inc)

Disputes. Any dispute claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to Executive's employment, compensation and benefits with the Company or the termination thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston New York, Texas administered by New York in accordance with the Voluntary Labor Arbitration Rules of the American Arbitration Association ("AAA"), or if the AAA refuses to accept and process any such dispute for arbitration, then the rules of procedure established by the Center for Public Resources; provided, however, that the parties agree that (A) the panel of arbitrators shall be prohibited from disregarding, adding to or modifying the terms of this Agreement, except as required by law; (B) the panel of arbitrators shall be required to follow established principles of substantive law and the law governing burdens of proof; (C) only legally protected rights may be enforced in arbitration; (D) the panel of arbitrators shall be without authority to award punitive or exemplary damages; (E) the chairperson of the arbitration panel shall be an attorney licensed to practice law in New York who has experience in similar matters; (F) the panel of arbitrators shall consist solely of arbitrators from the securities or investment management industry; and (G) any demand for arbitration made by Executive or the Company, must be filed and served, if at all, within one hundred and eighty (180) days of the occurrence of the act or omission complained of. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 17 shall be considered waived, and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 17 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs ; provided, however, that the arbitrator shall have the discretion judgment conforms to award the prevailing party reimbursement established principles of its or his reasonable attorney’s fees law and costs, unless such award is prohibited supported by applicable law substantial record evidence. Notwithstanding the foregoing, Executive and either the Company or Executive may elect not to have this Section 17 apply with respect to matters arising from the provisions of Sections 5 through 9, in which case such matters shall each have be subject to the right to resolve any dispute or cause enforcement provisions of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration Section 10 hereof.

Appears in 2 contracts

Samples: Constitutes the Entire Agreement (Hoenig Group Inc), Constitutes the Entire Agreement (Hoenig Group Inc)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating in relation to this Agreement, or the breach of this Agreement or alleged breach thereof, the Company’s employment of Executive, or otherwise which cannot be settled amicably, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the Commercial Arbitration Rules of the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the state of Nevada, U.S.A. ( or such other Center location as the “AAA Rules” parties may agree) then three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before three (3) arbitrators who shall be appointed in effect and judgment on accordance with the award rendered said rules. The arbitration proceedings shall be held at the ICA location agreed to by the arbitrator parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entered in entitled under the law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge special, indirect, consequential, or by administrative proceeding, for any covered claim punitive damages arising out of or dispute. To the extent the AAA Rules conflict with any provision or aspect of related to this Agreement, this Agreement shall control or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitrator arbitration award shall have be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not serve as precedent or authority in any subsequent proceeding, provided, however, that if the losing party should fail to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation comply with the award, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by law or controversy and seek interim provisional court orders, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results substance of any arbitration hereunder without proceedings shall be kept confidential by all parties and by the prior written consent arbitrators; however, the fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the Company proceeding, including the fees and Executive. All claims costs of attorneys, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity accountants, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity witnesses, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions compensation of the Federal Arbitration Act (9 U.S.C. arbitrators, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided assessed by the arbitrator. Likewise, procedural questions which grow out arbitrators against the parties according to the arbitrators' determination of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration fault.

Appears in 2 contracts

Samples: Exclusive Distribution Agreement (Quadra Projects Inc.), Distribution Agreement (Quadra Projects Inc.)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, or the breach of this Agreement, the Company’s employment of Executive, or otherwise thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the City of Boston in accordance with the rules then in effect of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect Association, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both In the event that Employee and the Company hereby waive the right resorts to a trial by jury suit for specific performance or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative litigation or class proceeding. This Agreement is made under court action to implement the provisions of this section or to enforce any award or order, substantive or procedural, rendered by the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is arbitrator or relating to arbitration pursuant to the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise section, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have pay the right to resolve any dispute Employee's entire cost thereof, including legal fees, whether such litigation is settled or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights results in a determination by the court, and rights under patent regardless of the nature of that determination, trademark, unless there is a determination by the court that the litigation or copyright law) by other court action instead of arbitration brought by Employee was frivolous.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Starmet Corp), Stock Option Agreement (Nuclear Metals Inc)

Disputes. Any dispute or controversy between arising under, out of, in connection with or in relation to this Agreement shall, at the Company election and Executive, arising out upon written demand of or relating any party to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be finally determined and settled by binding arbitration conducted by in Los Angeles, California, in accordance with the Employment Dispute Resolution rules and before a single arbitrator in Houston, Texas administered by procedures of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect Association, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and thereof If any legal action or any arbitration or other proceeding is brought for the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect enforcement of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance because of an injunction. However alleged dispute, either party may breach, without inconsistency default or misrepresentation in connection with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of this Agreement (including the Federal Arbitration Act (9 U.S.C. occurrence of an Employers' Material Breach), Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) successful or prevailing party shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute entitled to recover reasonable attorneys' fees and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial other costs incurred in that action or proceeding, a court in addition to any other relief that may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs be granted; provided, however, that neither party shall be entitled to recover more than $100,000 from the arbitrator shall have the discretion other pursuant to award the prevailing party reimbursement of its or this Section 11. Executive acknowledges and understands that by agreeing to this provision he is waiving his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause a jury trial. Executive also acknowledges that the provision of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, this paragraph on the costs of the arbitration forum have been specifically negotiated and rights under patent, trademark, or copyright law) by court action instead of arbitration are fair and reasonable.

Appears in 2 contracts

Samples: Certain Employment Agreement (Center Trust Inc), Certain Employment Agreement (Center Trust Inc)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston San Francisco, Texas California who is licensed to practice law in Texas, administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee Executive and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited costs to the extent provided by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration . Either party may seek provisional injunctive relief in a court of competent jurisdiction to ensure that the relief sought in any arbitration is not rendered ineffectual by interim harm.

Appears in 2 contracts

Samples: Bellicum Pharmaceuticals, Inc, Bellicum Pharmaceuticals, Inc

Disputes. Any dispute dispute, claim or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the breach, termination, enforcement, interpretation or validity thereof hereof (other than an action brought by Employer for injunctive or other equitable relief in the breach enforcement of Employer’s rights under Section 5 above, in which case such action may be brought in any court of competent jurisdiction), including the determination of the scope or applicability of this Agreement, the Company’s employment of Executive, or otherwise Agreement to arbitrate, shall be settled determined by binding arbitration conducted in Boston, Massachusetts, before three neutral arbitrators (one of whom shall be appointed by Employer, one by Executive and before a single arbitrator in Houston, Texas the third by the first two arbitrators). The arbitration shall be administered by the American Arbitration Association in accordance with JAMS pursuant to its Employment Streamlined Arbitration Rules (the “AAA Rules”) then in effect and judgment Procedures. Judgment on the award rendered by the arbitrator Award may be entered in any court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect This clause shall not preclude parties from seeking provisional remedies in aid of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that arbitration from a court of competent jurisdiction could order appropriate jurisdiction. In the event that it shall be necessary or grant, including, without limitation, desirable for Executive to retain legal counsel and/or incur other costs and expenses in connection with the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results enforcement of any arbitration hereunder without the prior written consent or all of the Company and Executive . All claims, disputes, or causes of action ’s rights under this Agreement, whether Employer shall pay (or Executive shall be entitled to recover from Employer, as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the extent that the arbitrators shall determine that Executive has not acted in good faith or presented a bona fide claim or dispute or that under the circumstances recovery by Employee Executive of all or the Company part of any such fees and costs and expenses would be inequitable or otherwise unjust.The parties agree that any and all disputes, must claims or controversies arising out of or relating to this Agreement shall first be brought in an individual capacity submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall not be brought as a plaintiff ( submitted to JAMS, or claimant) or class member in any purported class or representative proceeding its successor, nor joined or consolidated with for final and binding arbitration pursuant to the claims of any other person or entity arbitration clause set forth above. The arbitrator Either party may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural commence mediation by providing to JAMS and the substantive provisions of other party a written request for mediation, setting forth the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the arbitrator mediation proceedings. However The parties covenant that they will participate in the mediation in good faith. Employer shall pay (or Executive shall be entitled to recover from Employer, where a party already has initiated a judicial proceeding as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs of such mediation. All offers, a court may decide procedural questions that grow out promises, conduct and statements, whether oral or written, made in the course of the dispute and bear on the final disposition mediation by any of the matter. Each party shall bear its parties, their agents, employees, experts and attorneys, and by the mediator or his costs any JAMS employees, are confidential, privileged and expenses inadmissible for any purpose, including impeachment, in any arbitration hereunder or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and one-half the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.In the event that within thirty (30) calendar days after the date that Executive’s Term of Employment has been terminated by Employer for Cause or by Executive for Good Reason, Executive (in the case of termination for Cause), or Employer (in the case of termination for Good Reason), notifies the other in writing that a dispute exists concerning the termination of employment either for Cause or for Good Reason, as the case may be (“Notice of Dispute”), (1) Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement, to be paid his Base Salary pursuant to Section 3.1 and to continue to receive all other benefits set forth in Section 3 until the earliest to occur of the arbitrator’s fees and costs following: (i) the expiration of the then current Term of Employment, or (ii) the resolution, pursuant to the provisions of Section 8, of such dispute; provided and(2) there shall be no reduction whatsoever of any amounts subsequently paid to Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage;provided, however, that the arbitrator Notice of Dispute is given in good faith, sets forth a bona fide claim or dispute and Executive pursues the resolution of such dispute with reasonable diligence. The Notice of Dispute hereunder shall have in all circumstances constitute (a) a Notice of Non-Renewal under Section 1 for purposes of determining the discretion to award expiration of the prevailing party reimbursement then current Term of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights Employment, and rights under patent (b) a request for mediation and, trademark therefore, or copyright law) by court action instead a copy of arbitration such Notice of Dispute shall be provided to JAMS as set forth above.

Appears in 2 contracts

Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)

Disputes. Any dispute dispute, claim or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement that cannot be resolved amicably by the parties, including the breach scope or applicability of this Agreement agreement to arbitrate, shall be determined by binding arbitration pursuant to Section 349 of the Company’s employment Rules of Executive the Court of Chancery of the State of Delaware if it is eligible for such arbitration. If the dispute claim or controversy is not eligible for such arbitration, or otherwise, it shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Commercial Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and Any AAA arbitration proceeding shall be conducted in the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect State of this Agreement, this Agreement shall control Delaware. The AAA arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, including the issuance of an injunction injunction or other equitable relief. However, either any party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy hereof and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content content, or results of any arbitration hereunder without the prior written consent of the Company and Executive both parties. All claims TO THE EXTENT PERMITTED BY APPLICABLE LAW, disputes EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, or causes of action under this Agreement PROCEEDING OR COUNTER-CLAIM, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Station Casinos LLC), Membership Interest Purchase Agreement (Red Rock Resorts, Inc.)

Disputes. Any dispute or controversy disputes between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, parties hereto shall be settled by binding arbitration conducted by in Irvine, California under the auspices of, and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the rules of, the Judicial Arbitration Rules and Mediation Service/Endispute, by an arbitrator who is mutually agreeable to the parties hereto, ( such arbitrator or hereinafter referred to as the “AAA Rules”) then "Arbitrator"). The decision in effect such arbitration shall be final and judgment conclusive on the award rendered by parties, in lieu of any court action, which is expressly waived, with the arbitrator sole exception of a Company initiated injunctive proceeding to protect its confidential information or trade secrets, judgment upon such decision may be entered in any court having jurisdiction thereof. Both Employee and The parties hereby agree that the Company hereby waive Arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect terms of this Agreement , this Agreement shall control . The arbitrator Company and Executive shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent share equally all expenses of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses Arbitrator incurred in any arbitration hereunder and one-half of the arbitrator’s fees and costs hereunder; provided PROVIDED, however HOWEVER, that the arbitrator Company or Executive, as the case may be, shall have bear all expenses of the discretion to award Arbitrator and all of the prevailing party reimbursement of its or his reasonable attorney’s legal fees and costs, unless out-of-pocket expenses of the other party to the extent if the Arbitrator determines that the claim or position of such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, party was without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration reasonable foundation.

Appears in 2 contracts

Samples: Employment Agreement (Pinnacle Micro Inc), Employment Agreement (Pinnacle Micro Inc)

Disputes. Any dispute Client and HMI agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy between the Company and Executive, or claim arising out of or relating to this Agreement, the breach of this Agreement including, without limitation, the Company’s employment of Executive, interpretation or otherwise breach thereof, shall be settled submitted by binding either party to arbitration in Pinellas County, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by and before a single arbitrator one arbitrator, who shall be (a) selected in Houston, Texas administered by the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in accordance with its Employment Arbitration Rules the practice of law and at least five ( 5) years experience in the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury negotiation of technology contracts or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect litigation of this Agreement, this Agreement shall control technology disputes. The arbitrator shall have the authority power to enter any award that could be entered by a judge of the state courts of Florida sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any remedy other damages which are not compensatory, even if permitted under the laws of the State of Florida or relief that a court any other applicable law. The arbitrator must issue his or her resolution of competent jurisdiction could order or grant, including, without limitation, any dispute within thirty (30) days of the issuance date the dispute is submitted for arbitration. The written decision of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to the arbitrator shall be final and binding and enforceable in any court having jurisdiction over such dispute or controversy the parties and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent subject matter of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive and the Company this Section shall each have the right to resolve any dispute or cause of action involving trade secrets not preclude either party from seeking temporary, proprietary information provisional, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration injunctive relief from any court.

Appears in 2 contracts

Samples: Web Site Development Agreement (Attorneys Com Inc), Web Site Development Agreement (Attorneys Com Inc)

Disputes. Any Except as otherwise expressly provided in this agreement, any dispute arising under or controversy between in connection with this agreement shall, at the Company and election of the Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled resolved by binding arbitration conducted by and before a single arbitrator to be held in Houston, Texas administered by New York City in accordance with the rules of the American Arbitration Association in accordance with its Employment Arbitration Rules ( Association. Judgment upon the “AAA Rules”) then in effect and judgment on the arbitrator’s award rendered by the arbitrator may be entered in any court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury Costs of any arbitration or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant litigation, including, without limitation, the issuance attorneys’ fees of an injunction. However both parties, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of shall be borne by the Company and Executive. All claims advanced to the Executive as appropriate from time to time, disputes provided that, if the arbitrator or causes of action under this Agreement judge, whether by Employee or as the Company case may be, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with determines that the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions defenses of the Federal Arbitration Act (9 U.S.C. Executive were without any reasonable basis, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each each party shall bear his or its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and own costs ; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Bed Bath & Beyond Inc), Amended and Restated Employment Agreement (Bed Bath & Beyond Inc)

Disputes. Any Except as otherwise expressly provided in this agreement, any dispute arising under or controversy between in connection with this agreement shall, at the Company and election of the Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled resolved by binding arbitration conducted by and before a single arbitrator to be held in Houston, Texas administered by New York City in accordance with the rules of the American Arbitration Association in accordance with its Employment Arbitration Rules ( Association. Judgment upon the “AAA Rules”) then in effect and judgment on the arbitrator’s award rendered by the arbitrator may be entered in any court having jurisdiction thereof jurisdiction. Both Employee and Until the Company hereby waive later of the right to a trial by jury death of the Executive or judge his current spouse, costs of any such arbitration or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant litigation, including, without limitation, the issuance attorneys’ fees of an injunction. However both parties, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of shall be borne by the Company and Executive. All claims advanced to the Executive as appropriate from time to time, disputes but no later than 180 days after they are incurred, provided that, if the arbitrator or causes of action under this Agreement judge, whether by Employee or as the Company case may be, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with determines that the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions defenses of the Federal Arbitration Act (9 U.S.C. Executive were without any reasonable basis, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each each party shall bear his or its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and own costs ; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Bed Bath & Beyond Inc), Amended and Restated Employment Agreement (Bed Bath & Beyond Inc)

Disputes. Any dispute Except as provided in Section 17.2, in the event of any dispute, controversy or controversy between the Company and Executive, claim arising out of of, in connection with, or relating to this Agreement, or to the breach of this Agreement breach, termination, invalidity, existence or interpretation hereof (singly or cumulatively hereinafter referred to as a “Dispute”) between the Company and any Principal Investor, the Company Company and such Principal Investor acknowledge and agree that their preference for resolution is by a face-to-face meeting between their respective senior executive officers or their designated representatives. Notwithstanding the foregoing, in the event that a Dispute is not resolved within 30 days of one party’s employment written notice of Executive such Dispute to the other party, or otherwise then such Dispute, without prejudice to the parties’ rights to seek interim legal remedies such as injunctions, shall be finally settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by under the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) by three arbitrators, one of which shall be selected by the Company, one of which shall be selected by such Principal Investor, and one of which shall be selected by the mutual agreement of the arbitrators selected by the Company and such Principal Investor, in each case in accordance with its Employment Arbitration Rules ( the “AAA Rules ”) then in effect and judgment on the award rendered by the arbitrator may . The place of arbitration shall be entered in any court having jurisdiction thereof. Both Employee Boston, Massachusetts, and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement arbitration shall control be conducted in English. The arbitrator predominately losing party shall have be responsible for the authority to award any remedy or relief that a court of competent jurisdiction could order or grant predominately prevailing party’s costs and expenses, including, without limitation, legal fees (including fees and expenses of internal legal personnel allocable to the issuance Dispute that is the subject of an injunction. However, either party may, without inconsistency with this such arbitration) in respect of the arbitration provision, apply proceeding and any ancillary proceeding to any court having jurisdiction over such dispute or controversy and seek interim provisional, obtain injunctive or other equitable interim relief until or to enforce a final arbitral award or other final relief. The parties agree that all information concerning the arbitration award (including the facts surrounding the Dispute that is rendered the subject of such arbitration, the substance of such arbitration and the Dispute, any interim or final relief awarded, any other result of such arbitration and the controversy is otherwise resolved. Except existence of such arbitration) shall remain confidential and not be disclosed, except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or may be required to obtain any injunctive or other interim relief, neither a party nor an arbitrator may disclose the existence, content or results of enforce any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, arbitral award or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration relief.

Appears in 2 contracts

Samples: Amended and Restated Information and Registration Rights Agreement (ConforMIS Inc), Amended and Restated Information and Registration Rights Agreement (ConforMIS Inc)

Disputes. Any dispute Except as set forth in this Paragraph 13, any dispute, claim or controversy difference arising between the Company and Executive Executive (each a “Party,” and jointly, the “Parties”), including any dispute, claim or difference arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall will be settled exclusively by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the rules of the Judicial Arbitration Rules and Mediation Services, Inc. ( “JAMS”). The arbitration will be held in Chicago, Illinois unless the “AAA Rules”) then Parties mutually agree otherwise. Nothing contained in effect and judgment on the award rendered by the arbitrator may this Paragraph 13 will be entered construed to limit or preclude a Party from bringing any action in any court having of competent jurisdiction thereof for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Both Employee Each Party shall bear its own costs and fees of the arbitration, and the fees and expenses of the arbitrator will be borne equally by the Parties, provided, however, if the arbitrator determines that any Party has acted in bad faith, the arbitrator shall have the discretion to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to claims that, but for this mandatory arbitration clause, could be brought against Company hereby waive under any applicable federal or state labor or employment law (“Employment Law”), the right arbitrator shall be granted and shall be required to exercise all discretion belonging to a trial by jury court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any remedies or judge penalties, or by otherwise and provided further that Company may be required to pay filing or administrative proceeding fees in the event that requiring Executive to pay such fees would render this Paragraph 13 unenforceable under applicable law. As to claims not relating to Employment Laws, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award of the arbitrator entered in any court having jurisdiction thereof. All aspects of the arbitration shall be considered confidential and shall not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be unrelated proceeding brought as by a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration third party.

Appears in 2 contracts

Samples: Executive Employment Agreement (Potbelly Corp), Executive Employment Agreement (Potbelly Corp)

Disputes. Any dispute Except as set forth in this Section 7, any dispute, claim or controversy difference arising between the Company and Executive Parties including any dispute, claim or difference arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled exclusively by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules ( the “AAA Rules”) then rules of the JAMS. The arbitration shall be held Chicago, Illinois unless the Parties mutually agree otherwise. Nothing contained in effect and judgment on the award rendered by the arbitrator may this Section 7 shall be entered construed to limit or preclude a Party from bringing any action in any court having of competent jurisdiction thereof for injunctive or other provisional relief to compel another party to comply with its obligations under this Agreement or any other agreement between or among the Parties during the pendency of the arbitration proceedings. Both Employee Each Party shall bear its own costs and fees of the arbitration, and the fees and expenses of the arbitrator shall be borne equally by the Parties, provided, however, if the arbitrator determines that any Party has acted in bad faith, the arbitrator shall have the discretion to require any one or more of the Parties to bear all or any portion of fees and expenses of the Parties and/or the fees and expenses of the arbitrator; provided, further that, with respect to claims that, but for this mandatory arbitration clause, could be brought against Company hereby waive under any applicable federal or state labor or employment law (“Employment Law”), the right arbitrator shall be granted and shall be required to exercise all discretion belonging to a trial by jury court of competent jurisdiction under such Employment Law to decide the dispute, whether such discretion relates to the provision of discovery, the award of any remedies or judge penalties, or by otherwise and provided further that Company may be required to pay filing or administrative proceeding fees in the event that requiring Executive to pay such fees would render this Section 7 unenforceable under applicable law. As to claims not relating to Employment Laws, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a Court of the State of Illinois could order or grant. The decision and award of the arbitrator shall be in writing and copies thereof shall be delivered to each Party. The decision and award of the arbitrator shall be binding on all Parties. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Either Party to the arbitration may seek to have the award of the arbitrator entered in any court having jurisdiction thereof. All aspects of the arbitration shall be considered confidential and shall not be disseminated by any Party with the exception of the ability and opportunity to prosecute its claim or assert its defense to any such claim. The arbitrator shall, upon request of either Party, issue all prescriptive orders as may be required to enforce and maintain this covenant of confidentiality during the course of the arbitration and after the conclusion of same so that the result and underlying data, information, materials and other evidence are forever withheld from public dissemination with the exception of its subpoena by a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be unrelated proceeding brought as by a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration third party.

Appears in 2 contracts

Samples: Executive Employment Agreement (Potbelly Corp), Executive Employment Agreement (Potbelly Corp)

Disputes. Any dispute For all disputes, claims or controversy between the Company and Executive controversies arising in connection with, relating to, or arising out of or relating to this Agreement, the breach of this Agreement, the Company parties agree to first attempt to resolve such dispute, claim or controversy by non-binding mediation. The mediation shall be conducted by a mediator agreed upon by the parties. If the parties are unable to resolve their dispute, claim or controversy within thirty (30) days after a party’s employment request for mediation, then except as otherwise provided in Section 7 of Executive this Agreement, all disputes, claims or controversies arising in connection with, relating to, or otherwise arising out of this Agreement, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules ( the “AAA Rules”) then arbitration rules and procedures of JAMS, to the extent such rules and procedures are not inconsistent with the provisions set forth in effect this Agreement, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee Such arbitration shall be held in Los Angeles County, California. The arbitrator shall make written findings of fact and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect conclusions of this Agreement, this Agreement shall control law. The arbitrator shall have the no authority to make conclusions of law or an award any remedy or relief that could not have been made by a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity law, and shall not have no right to make any award of punitive damages. All costs relating to the arbitration shall be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding borne equally by the parties, nor joined or consolidated with the claims of any other person or entity than their own attorney’s and experts’ fees. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject award to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his all costs and expenses, including reasonable attorney’s fees, as provided above in Section 9.g. If either party to this Agreement initiates legal proceedings against the other party, other than arbitration in accordance with the rules of the American Arbitration Association as described above, the prevailing party shall be allowed such costs and reasonable attorneys’ fees and costs, unless such award is prohibited by applicable law. Notwithstanding as the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration may allow.

Appears in 2 contracts

Samples: Services Agreement (Starmed Group Inc), Services Agreement (Starmed Group Inc)

Disputes. Any In the event of any dispute or controversy between the Company and Executive, claim arising out of or relating to in connection with this Agreement, or the performance, breach or termination thereof, either Supplier or Company may, by written notice to the other Party, have such dispute referred to the Chief Executive Officers (or equivalent) of this Agreement Supplier and Company, for attempted resolution by good faith negotiations within thirty (30) days after such notice is received by such other Party. If the Company’s employment of Executive Parties are unable to resolve such dispute within such thirty (30) day period, or otherwise, such dispute shall be finally settled by binding arbitration conducted by Judicial Arbitration and before a single arbitrator in Houston Mediation Services, Texas administered Inc. (JAMS) under its rules of arbitration, by the American Arbitration Association three (3) arbitrators appointed in accordance with its Employment Arbitration Rules said rules, unless the Parties to the dispute have agreed to have only one ( the “AAA Rules” 1) then in effect and judgment on the arbitrator. The decision and/or award rendered by the arbitrator arbitrator(s) shall be written, final and non-appealable, and judgment on such decision and/or award may be entered in any court having jurisdiction of competent jurisdiction. The arbitral proceedings and all pleadings and evidence shall be in the English language. Any evidence originally in a language other than English shall be submitted with a certified English translation accompanied by an original or true copy thereof. Both Employee The place of arbitration shall be in the State of Delaware, U.S.A. The costs of any arbitration, including administrative fees and fees of the Company hereby waive arbitrator(s), shall be shared equally by the right Parties to a trial the dispute, unless otherwise determined by jury or judge the arbitrator(s). Each Party shall bear the cost of its own attorneys’ and expert fees. The Parties agree that, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement applicable law notwithstanding, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity they will not request, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion no authority to award the prevailing party reimbursement of its award, punitive or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve exemplary damages against any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration Party.

Appears in 2 contracts

Samples: Supply Agreement (Miramar Labs, Inc.), Supply Agreement (Miramar Labs, Inc.)

Disputes. Any In the event of any dispute or controversy between the Company and Executive, claim arising out of or relating to in connection with this Agreement, or the performance, breach or termination thereof, either Supplier or Purchaser may, by written notice to the other Party, have such dispute referred to the Chief Executive Officers (or equivalent) of this Agreement Supplier and Purchaser, for attempted resolution by good faith negotiations within thirty (30) days after such notice is received by such other Party. If the Company’s employment of Executive Parties are unable to resolve such dispute within such thirty (30) day period, or otherwise, such dispute shall be finally settled by binding arbitration conducted by Judicial Arbitration and before a single arbitrator in Houston Mediation Services, Texas administered Inc. (JAMS) under its rules of arbitration, by the American Arbitration Association three (3) arbitrators appointed in accordance with its Employment Arbitration Rules said rules, unless the Parties to the dispute have agreed to have only one ( the “AAA Rules” 1) then in effect and judgment on the arbitrator. The decision and/or award rendered by the arbitrator arbitrator(s) shall be written, final and non-appealable, and judgment on such decision and/or award may be entered in any court having jurisdiction of competent jurisdiction. The arbitral proceedings and all pleadings and evidence shall be in the English language. Any evidence originally in a language other than English shall be submitted with a certified English translation accompanied by an original or true copy thereof. Both Employee In the event such dispute is referred to arbitration by Supplier, the place of arbitration shall be San Francisco, California, and in the event such dispute is referred to arbitration by Purchaser, the place of arbitration shall be Wilmington, Delaware. The costs of any arbitration, including administrative fees and fees of the arbitrator(s), shall be shared equally by the Parties to the dispute, unless otherwise determined by the arbitrator(s). Each Party shall bear the cost of its own attorneys’ and expert fees. The Parties agree that, any provision of applicable law notwithstanding, they will not request, and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the no authority to award award, punitive or exemplary damages against any remedy or relief that Party. Notwithstanding the foregoing, a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to Party may at any court having jurisdiction over such dispute or controversy and time seek interim provisional, injunctive or other equitable relief until for any breach or alleged breach by the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results other Party of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement , whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 2 contracts

Samples: Supply and License Agreement (Transcept Pharmaceuticals Inc), Supply Agreement (Transcept Pharmaceuticals Inc)

Disputes. Any In the event of any dispute, the parties respective decision makers agree to meet within ten (10) business days and in good faith seek an informal resolution of the disputed issue. If no resolution is reached, the parties agree to submit any claim, dispute or controversy between (“Claim”) against the Company and Executive other, or against the employees, agents or assigns of the other, arising out of from or relating in any way to this Agreement, including Claims regarding the breach applicability of this arbitration clause or the validity of the entire Agreement, to binding arbitration to be administered by JAMS, in San Diego, California, under its Streamlined Rules, unless the Company’s employment parties otherwise agree. The sole arbitrator shall have the power to determine issues of Executive arbitrability, and shall apply the laws of the State of California, except for, and limited only to claims or otherwise, issues where California law is preempted by federal statute. All other issues shall be settled governed by binding arbitration conducted by applicable California law, excluding the Convention on Contracts for the International Sale of Goods and before that body of law known as conflicts of laws. If the parties cannot agree on a single arbitrator in Houston arbitrator, Texas administered a panel of 3 arbitrators shall be employed, the parties each selecting one arbitrator, and the two arbitrators so selected shall choose a third “independent” arbitrator. All arbitrators must either be licensed attorneys or retired judges. The parties shall have right to full discovery to the extent permitted by the American Arbitration Association California Code of Civil Procedure and California Rules of Court applicable to judicial arbitrations. The arbitrator(s) shall be empowered to appoint experts and/or consultants, resolve discovery disputes grant equitable relief, compensatory and punitive damages, and grant any relief a party could obtain in accordance an action initiated in the a California Superior Court, proceed ex-parte should one party fail to appear, and grant any other type of relief appropriate to the particular circumstances. The arbitrator shall have the power to award the prevailing party its litigation expenses including reasonable attorneys fees and costs, and expert witness fees. The hearing shall take place within 6 months of submission to arbitration. No pre-hearing motions may be filed, other than with its Employment Arbitration Rules (the “AAA Rules”) then in effect respect to requests for injunctive relief and judgment on the award rendered by the arbitrator discovery disputes. All arbitration hearings shall be via telephone. Judgment may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control competent jurisdiction. The arbitrator shall have parties agree that all proceedings are confidential in perpetuity, except as required by applicable law or pursuant to the authority to award any remedy or relief that of a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration regulatory body.

Appears in 2 contracts

Samples: Dot VN, Inc., Dot VN, Inc.

Disputes. Any dispute The parties agree that any claim, dispute, or controversy between Employee and the Company (or any of its owners, directors, officers, or parties affiliated with its employee benefits and Executive, arising out of health plans) regarding this Agreement or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive Employee which would otherwise require or allow resort to any court or other governmental dispute resolution forum, whether based on tort, contract, statutory, or equitable law, or otherwise, shall be settled submitted to and determined exclusively by binding arbitration conducted under and in conformity with the Nevada Uniform Arbitration Act unless prohibited by applicable law. In addition to any requirements imposed by law, any arbitrator shall be a retired Nevada Superior Court Judge and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment shall be subject to disqualification on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right same grounds as would apply to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute judge of such court. To the extent applicable in civil action in Nevada courts, the AAA Rules conflict with following shall apply and be observed: all rules of pleading (including the right of demurrer), all rules of evidence, all rights to resolution of the dispute by means of summary judgment, judgment on the pleadings, and judgment under Code of Civil Procedure. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant basis other than such controlling law, including, without limitation but not limited to, notions of “just cause”. Awards exceeding $50,000 shall include the arbitrator’s written reasoned opinion and, at either party’s written request within 10 days after issuance of an injunction. However the award, either party may shall be subject to reversal and remand, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder modification, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent reduction following review of the Company record and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions arguments of the Federal Arbitration Act (9 U.S.C. parties by a panel of three other arbitrators who shall, Sections 1-14) (“FAA”) as far as practicable, proceed according to the law and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject procedures applicable to arbitration under this agreement) shall be decided appellate review by the arbitrator. Likewise, procedural questions which grow out Nevada Court of the dispute and bear on the final disposition are also matters for the arbitrator. However, where Appeal of a party already has initiated a judicial proceeding, a civil judgment following court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter trial. Each party shall bear its or his their own costs and expenses legal fees in connection with any arbitration hereunder and one-half of arbitration. Company shall pay the arbitrator’s fees and any related arbitrator costs ; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law . Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve seek injunctive relief in appropriate courts for any dispute violation or cause threatened violation of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead the provisions of arbitration Section 6.

Appears in 2 contracts

Samples: Employment Agreement (Alentus Corp), Employment Agreement (Alentus Corp)

Disputes. Any dispute To ensure the rapid and economical resolution of disputes that may arise in connection with your employment, you and the Releasees agree that any and all disputes, claims, or controversy between the Company and Executive causes of action, in law or equity, arising out of from or relating to this Agreement the enforcement, the breach breach, performance, or interpretation of this Agreement, the Company’s employment of Executive your employment, or otherwise the resignation of your employment, shall be settled resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Carson City, Nevada conducted by Judicial Arbitration and before a single arbitrator in Houston Mediation Services, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules Inc. ( the AAA Rules JAMS”) or its successor, under the then in effect and judgment on the award rendered applicable rules of JAMS. You acknowledge that by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee agreeing to this arbitration procedure, both you and the Company hereby Releasees waive the right to resolve any such dispute through a trial by jury or judge, judge or by administrative proceeding , for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall shall: (i) have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, compel adequate discovery for the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out resolution of the dispute and bear on the final disposition are also matters for the arbitrator. However, where to award such relief as would otherwise be permitted by law; and (ii) issue a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any written arbitration hereunder and one-half of decision including the arbitrator’s essential findings and conclusions and a statement of the award. The Company shall pay all JAMS’ arbitration fees and costs; provided, however, that in excess of those administrative fees you would be required to pay if the arbitrator shall have dispute were decided in a court of law. Nothing in this Letter is intended to prevent either you or the discretion Releasees from obtaining injunctive relief in court to award prevent irreparable harm pending the prevailing party reimbursement conclusion of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law any arbitration. Notwithstanding the foregoing provisions of this paragraph, Executive any claims by either party arising under the Employee Proprietary Information and the Company shall each have the right to resolve any dispute Invention Assignment Agreement or cause of action involving trade secrets secrets shall be resolved through the courts and not through the arbitration procedure described above. This provision shall supersede all prior agreements between the parties relating to dispute resolution, proprietary information, including mediation or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 2 contracts

Samples: Separation Agreement (PDL Biopharma, Inc.), Consultant Agreement (PDL Biopharma, Inc.)

Disputes. Any dispute or controversy between To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and Executive all disputes, claims, or causes of action arising out of from or relating to this Agreement the enforcement, the breach breach, performance, negotiation, execution, or interpretation of this Agreement, or Executive’s employment, or the Company’s employment termination of Executive ’s employment, or otherwise including but not limited to all statutory claims, shall will be settled resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by and before a single arbitrator conducted in Houston New York, Texas administered New York by the American Judicial Arbitration Association in accordance with its Employment Arbitration Rules and Mediation Services Inc. ( the AAA Rules JAMS”) under the then in effect and judgment on applicable JAMS rules (at the award rendered following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the arbitrator may rules will be entered in any court having jurisdiction thereof provided to Executive upon request. Both Employee By agreeing to this arbitration procedure, both Executive and the Company hereby waive the right to resolve any such dispute through a trial by jury or judge, judge or by administrative proceeding . In addition, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All all claims, disputes, or causes of action under this Agreement provision, whether by Employee Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, entity and may not preside over any form of representative or class proceeding. This Agreement is made under To the provisions extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will right to be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply represented by legal counsel at any arbitration proceeding. Questions of arbitrability (that is whether an issue a claim is subject to arbitration under this agreement) Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any to award such relief as would otherwise be permitted by law; (b) issue a written arbitration hereunder and one-half of decision, to include the arbitrator’s fees essential findings and costs conclusions and a statement of the award; provided, however, that the arbitrator shall have the discretion (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law; and (d) is authorized to award attorneys’ fees to the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law party. Notwithstanding Subject to the foregoing foregoing sentence, Executive and the Company shall equally share all JAMS’ arbitration fees and each have party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the right Company from obtaining injunctive relief in court to resolve prevent irreparable harm pending the conclusion of any dispute such arbitration. Any awards or cause orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of action involving trade secrets any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, proprietary information in the event Executive intends to bring multiple claims, or intellectual property (including including a sexual harassment claim, without limitation the sexual harassment claim may be publicly filed with a court, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of while any other claims will remain subject to mandatory arbitration.

Appears in 2 contracts

Samples: Employment Agreement (Viridian Therapeutics, Inc.\DE), Employment Agreement (Viridian Therapeutics, Inc.\DE)

Disputes. Any dispute With the exception of an action primarily seeking injunctive relief, any dispute, controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive subject matter thereof, or otherwise, the breach thereof shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Orange County, Texas administered by California, in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association Association. Judgment upon any award made in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator an arbitration may be entered and enforced in any court having jurisdiction thereof of competent jurisdiction. Both Employee and Except as set forth in the Company hereby waive previous sentence, any judicial action taken by either party against the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict other in connection with any provision dispute or aspect of this Agreement, arbitration under this Agreement shall control be brought in Orange County, California, in a State or Federal court having jurisdiction of the subject matter of the action; unless jurisdiction cannot there be obtained over, or venue is not there proper as to, an indispensable third party. The arbitrator shall have Both parties expressly consent to the authority to award exercise of jurisdiction over them in the courts set forth in the previous sentence, as appropriate, by any remedy or relief that a court of competent jurisdiction could order and waive any rights they may have to have the action tried or grant determined in a different venue. The prevailing party in any arbitration or judicial action brought by one party against the other arising out of or related to this Agreement shall be entitled, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply in addition to any court having jurisdiction over such dispute or controversy other rights and seek interim provisional remedies it may have, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder recover its reasonable attorneys’ fees, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses incurred in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration action.

Appears in 2 contracts

Samples: Oem Agreement, Vendor Agreement

Disputes. Any dispute or controversy All claims, disputes, and other matters in question between the Company and Executive, Parties arising out of or relating to this Agreement or the breach thereof shall be addressed in the following manner. The Parties shall enter into good faith negotiations to reach an equitable settlement. Except as otherwise provided in this Agreement, any dispute concerning any question arising under this Agreement shall be decided by the breach Fiscal Agent and/or the Chancellor’s Office. In such a case, the decision shall be reduced to writing and a copy thereof shall be mailed or otherwise furnished to the Grantee. The decision shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of such copy, the Fiscal Agent receives from Grantee a written request to appeal said decision. Pending final decision of the appeal, Grantee shall act in accordance with the written decision of the Fiscal Agent or the Chancellor’s Office, whichever is the final arbiter of the dispute. The handling of non-criminal complaints, including discrimination complaints, and complaints and reports of criminal fraud, waste and abuse shall be as prescribed by the State of California, and/or the Prime Sponsor, whichever is applicable, in accordance with applicable provisions of the Code of Federal Regulations. Notwithstanding the fact that a dispute, controversy or question shall have arisen in the interpretation of any provision of this Agreement, the Company’s employment performance of Executive any work, the delivery of any material, the payment of any moneys to the Grantee, or otherwise, shall be settled Grantee agrees that it will not directly or indirectly stop or delay the work directed by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge Fiscal Agent, or by administrative proceeding any party thereof, for or stop or delay the delivery of any covered claim material or dispute. To services required to be furnished hereunder, pending the extent the AAA Rules conflict with any provision or aspect determination of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional controversy, injunctive regardless of whether such dispute, controversy, or question is or may be subject to litigation or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration resolution.

Appears in 1 contract

Samples: legistarweb-production.s3.amazonaws.com

Disputes. Any dispute All disputes, controversies or controversy between the Company and Executive claims connected with, arising out of of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach of default of this Agreement, the Company’s employment creation, termination or nonrenewal of Executive this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise , . All controversies shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( Rules. The arbitration shall be governed by the “AAA Rules”) then in effect United States Arbitration Act, 9 U.S.C. § 1-16, as amended, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of the arbitration shall be at Chicago, Illinois. Dealer consents to personal jurisdiction of such court, including the federal and state courts located in the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect State of this Agreement, this Agreement shall control Illinois. The arbitrator shall have the authority is not empowered to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff ( award damages in excess of actual damages and in no event shall the arbitrator award punitive, special or claimant) consequential damages, or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding prejudgment interest. This Agreement is made under paragraph shall survive the provisions expiration or termination of the Federal Arbitration Act Agreement. Except for sums owing to Sea Ray all arbitration claims and proceedings must be instituted within one ( 9 U.S.C., Sections 1 -14 ) (“FAA”) and will be construed and governed accordingly. It is year after the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights arises, and rights under patent, trademark, or copyright law) by court action instead the failure to institute arbitration proceedings within such period shall constitute an absolute ban to the institution of arbitration any proceedings and a waiver and relinquishment of all such claims.

Appears in 1 contract

Samples: Sales and Service Agreement (Marinemax Inc)

Disputes. Any dispute All disputes, controversies or controversy between the Company and Executive claims connected with, arising out of of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach of default of this Agreement, the Company’s employment creation, termination or nonrenewal of Executive this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise , . All controversies shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( Rules. The arbitration shall be governed by the “AAA Rules”) then in effect United States Arbitration Act, 9 U.S.C. § 1-16, as amended, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal jurisdiction of such court, including the federal and state courts located in the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect State of this Agreement, this Agreement shall control North Carolina. The arbitrator shall have the authority is not empowered to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff ( award damages in excess of actual damages and in no event shall the arbitrator award punitive, special or claimant) consequential damages, or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding prejudgment interest. This Agreement is made under paragraph shall survive the provisions expiration or termination of the Federal Arbitration Act Agreement. Except for sums owing to Hatteras all arbitration claims and proceedings must be instituted within one ( 9 U.S.C., Sections 1 -14 ) (“FAA”) and will be construed and governed accordingly. It is year after the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights arises, and rights under patent, trademark, or copyright law) by court action instead the failure to institute arbitration proceedings within such period shall constitute an absolute ban to the institution of arbitration any proceedings and a waiver and relinquishment of all such claims.

Appears in 1 contract

Samples: Sales and Service Agreement (Marinemax Inc)

Disputes. Any dispute All disputes, controversies or controversy between the Company and Executive claims connected with, arising out of of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach or default of this Agreement, the Company’s employment creation, termination or nonrenewal of Executive this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise , . All controversies shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( Rules. The arbitration shall be governed by the “AAA Rules”) then in effect United States Arbitration Act, 9 U.S.C. Section 1-16, as amended, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal jurisdiction of such court, including the federal and state courts located in the Company hereby waive State of North Carolina. The arbitrator is not empowered to and shall not award damages in excess of actual damages and in no event shall the right to a trial by jury arbitrator award punitive, special or judge consequential damages, or by administrative proceeding, for any covered claim prejudgment interest. This Paragraph shall survive the expiration or dispute. To the extent the AAA Rules conflict with any provision or aspect termination of this Agreement , this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved . Except as necessary in court for sums owing to Hatteras all arbitration claims and proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff instituted within one ( or claimant 1) or class member in any purported class or representative proceeding, nor joined or consolidated with year after the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights arises, and rights under patent, trademark, or copyright law) by court action instead the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of arbitration any proceedings and a waiver and relinquishment of all such claims.

Appears in 1 contract

Samples: Marinemax Inc

Disputes. Any dispute and all disputes, complaints, controversies, claims and grievances arising under, out of, in connection with, or controversy between the Company and Executive, arising out of or relating in any matter related to this Agreement, Agreement or the breach relation of this Agreement, the Company’s employment of Executive, or otherwise, parties hereunder shall be settled by submitted to final and binding arbitration to be conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules ( applicable to these types of disputes, complaints, controversies, claims and grievances by a neutral and impartial arbitrator acceptable to the “AAA Rules”) then in effect Consultant and judgment on the award rendered Company. If such an arbitrator has not been selected by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee Consultant and the Company hereby waive the right to within 60 days after AAA first provides a trial by jury or judge list of eligible arbitrators, or within thirty days after the occurrence of a vacancy, a neutral and impartial arbitrator shall be selected and appointed by administrative proceeding the American Arbitration Association in accordance with its Rules. Unless otherwise required under applicable law, for any covered claim or dispute. To the extent arbitration proceedings shall be conducted in the AAA Rules conflict with any provision or aspect city where the principal place of business of the Company is situated at the date of this Agreement Agreement or a city mutually agreed to by the parties, this Agreement and the procedural rules of the place of arbitration shall control apply. Arbitration proceedings hereunder may be commenced by written notice from either party hereto to the other party. Such proceedings and evidence shall be confidential. The arbitrator shall have the power and the authority to award any remedy make such decisions and awards as he shall deem appropriate, including granting compensatory damages and costs to the prevailing party (including fees of the arbitrator, but excluding punitive, exemplary, consequential or relief that a court of competent jurisdiction could order special damages, and attorneys fees), and the granting or grant, including, without limitation, the issuance of an injunction. However such mandatory directions, either party may prohibitions, without inconsistency with this arbitration provision orders, apply restraints and other injunctions (other than any of the foregoing that would reestablish the employment relationship formerly existing between the Consultant and the Company) that he may deem necessary or advisable directed to or against any court having jurisdiction over such dispute of the parties, including a direction or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results order requiring specific performance of any arbitration hereunder without the prior written consent covenant, agreement or provision of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought Agreement as a plaintiff ( result of a breach or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity threatened breach thereof. The arbitrator may not consolidate the claims cost of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to such arbitration under this agreement) shall be decided borne - 4 - 12 equally by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions parties except that grow out of the dispute and bear on the final disposition of the matter. Each each party shall bear its or his costs own cost of attorneys fees and expenses expenses. Any decision and award of the arbitrator shall be final, binding and conclusive upon all of the parties hereto and said decision and award may be entered as a final judgment in any court of competent jurisdiction. It is expressly agreed that arbitration hereunder as provided herein shall be the exclusive means for determination of all matters as above provided and one-half neither of the parties hereto shall institute any action or proceeding in any court of law or equity, state or federal, other than respecting enforcement of the arbitrator ’s fees and costs; provided, however, that the arbitrator 's award hereunder. The foregoing sentence shall have the discretion be a bona fide defense in any action or proceeding instituted contrary to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law this AGREEMENT. Notwithstanding the foregoing, Executive nothing contained herein shall prevent or restrain in any manner the COMPANY from instituting an action or claim in any court, or such other forum as may be appropriate to enforce the terms of any employee patent and secrecy agreement, (or similar agreement relating to the Company shall each have COMPANY's confidential or proprietary business information or trade secrets) to protect the right to resolve any dispute COMPANY's proprietary or cause of action involving confidential business information or trade secrets, proprietary information to enforce or protect the COMPANY's patent, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent copyright, trademark, trade name or copyright law) by court action instead trade dress rights, to redress claims or product disparagement or trade libel, or to protect the COMPANY's reasonable business expectations or relations with third parties, or to enforce the terms of arbitration any non-competition agreement. To the extent this paragraph sets forth different procedures, or remedies, or provides the arbitrator different powers than are set forth in the Rules of the American Arbitration Association, the terms of this paragraph shall take precedence.

Appears in 1 contract

Samples: Agreement and General Release (Unisphere Solutions Inc)

Disputes. Any dispute claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Detroit, Texas administered Michigan in accordance with the rules established by the American Arbitration Association Association, provided, however, that the parties agree that (i) the arbitrator shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; (ii) the arbitrator shall be required to follow established principles of substantive law and the law governing burdens of proof; (iii) only legally protected rights may be enforced in arbitration; (iv) the arbitrator shall be without authority to award punitive or exemplary damages; (v) the arbitrator shall be an attorney licensed to practice law in Michigan who has experience in similar matters; and (vi) any demand for arbitration made by the Executive must be filed and served, if at 9 10 all, within 180 days of the occurrence of the act or omission complained of. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 19 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 19 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge , or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, provided that the arbitrator shall have the discretion judgment conforms to award the prevailing party reimbursement established principles of its or his reasonable attorney’s fees law and costs, unless such award is prohibited supported by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration substantial record evidence.

Appears in 1 contract

Samples: Constitutes the Entire Agreement (MSX International Business Services Inc)

Disputes. Any claim, controversy or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or any interpretation or breach thereof or performance thereunder, including any dispute concerning the scope of this arbitration provision, will be settled by submission to final, binding and non-appealable arbitration (“Arbitration”) for determination, without any right by any party to a trial de novo in a court of competent jurisdiction, after a 25-calendar-day waiting period (the “Waiting Period”). During the Waiting Period, the breach of parties will work reasonably and in good faith and will use their best efforts to amicably resolve the claim, controversy or dispute. Except as otherwise set forth in this Agreement, the Company’s employment Arbitration and all pre-hearing, hearing, post-hearing arbitration procedures, including those for disclosure and challenge, will be conducted in accordance with the Commercial Arbitration Rules of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association (the “Commercial Rules”) in Annapolis, Maryland, or such other place as the parties to the dispute will agree in writing. The number of arbitrators will be one if all parties to the dispute agree on the arbitrator. If there is a disagreement on selection of a sole arbitrator, the number of arbitrators then will be three, with the arbitrators to be appointed in accordance with its Employment Arbitration the Rules (the “AAA Rules”) then from a panel of arbitrators in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge Annapolis, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control Maryland. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent costs of the Company and Executive. All claims Arbitration, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his including reasonable attorney’s legal fees and costs, unless such award is prohibited will be borne by applicable law either or both of the parties in whatever proportion as the arbitrator or arbitrators may award. Notwithstanding the foregoing, Executive and the Company shall each have parties specifically reserve the right to resolve any dispute or cause of action involving trade secrets seek a temporary judicial restraining order, proprietary information preliminary injunction, or intellectual property (including other similar short term equitable relief from a court of law having competent jurisdiction, without limitation, inventions assignment and grant the arbitration tribunal the right to make a final determination of the parties’ rights, and rights under patent, trademark, including whether to make permanent or copyright law) by dissolve such court order. No party will bring a civil action instead of arbitration seeking enforcement or any other remedy founded on this Agreement.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Inovalon Holdings, Inc.)

Disputes. Any claim, controversy or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, -------- Agreement shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the applicable rules of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect Association, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and The arbitration shall be conducted in the Company hereby waive county where the right property is located. There shall be no discovery other than the exchange of information which is provided to a trial the arbitrator by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control parties. The arbitrator shall not have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive punitive damages or other equitable relief until noncompensatory damages; the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings parties hereby waive all rights to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any for monetary awards other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law compensatory damages. Notwithstanding the foregoing, Executive and at Sublandlord's option, the Company shall each have following claims, controversies or disputes need not be resolved by arbitration: (1) any action by Sublandlord that seeks repossession of the right to resolve Subleased Premises as part of Sublandlord's remedy, (2) any dispute action by Sublandlord or cause of action involving trade secrets, proprietary information, Subtenant seeking an injunction or intellectual property (including, without limitation, inventions assignment rights temporary restraining order, and rights under patent, trademark, (3) any action by Sublandlord or copyright law) by court action instead of arbitration Subtenant seeking any prejudgment remedy.

Appears in 1 contract

Samples: Sublease Agreement (Segue Software Inc)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating in relation to this Agreement, or the breach of this Agreement or alleged breach thereof, the Company’s employment of Executive, or otherwise which cannot be settled amicably, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the Commercial Arbitration Rules of the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the Centre for International Commercial Arbitration located in Honolulu, Hawaii ( or such other Centre location as the “AAA Rules” parties may agree) then three (3) copies of such notice and three (3) copies of this Agreement together with the appropriate filing fee. The arbitration shall be conducted before three (3) arbitrators who shall be appointed in effect and judgment on accordance with the award rendered said rules. The arbitration proceedings shall be held at the Centre location agreed to by the arbitrator parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entered in entitled under the law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge special, indirect, consequential, or by administrative proceeding, for any covered claim punitive damages arising out of or dispute. To the extent the AAA Rules conflict with any provision or aspect of related to this Agreement, this Agreement shall control or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for wilful or wanton misconduct. The arbitrator arbitration award shall have be given within six (6) months from appointment of the third arbitrator. The award given by the three (3) arbitrators, or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not serve as precedent or authority in any subsequent proceeding, provided, however, that if the losing party should fail to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation comply with the award, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by law or controversy and seek interim provisional court orders, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results substance of any arbitration hereunder without proceedings shall be kept confidential by all parties and by the prior written consent arbitrators; however, the fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the Company proceeding, including the fees and Executive. All claims costs of attorneys, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity accountants, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity witnesses, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions compensation of the Federal Arbitration Act (9 U.S.C. arbitrators, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided assessed by the arbitrator. Likewise, procedural questions which grow out arbitrators against the parties according to the arbitrators’ determination of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration fault.

Appears in 1 contract

Samples: Exclusive Distributorship Agreement (Royal Bodycare Inc/Nv)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating in relation to this Agreement, or the breach of this Agreement or alleged breach thereof, the Company’s employment of Executive, or otherwise which cannot be settled amicably, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the Commercial Arbitration Rules of the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the Centre for International Commercial Arbitration located in Honolulu, Hawaii ( or such other Centre location as the “AAA Rules” parties may agree) then three (3) copies of such notice and three (3) copies of this Agreement together with the appropriate filing fee. The arbitration shall be conducted before three (3) arbitrators who shall be appointed in effect and judgment on accordance with the award rendered said rules. The arbitration proceedings shall be held at the Centre location agreed to by the arbitrator parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entered in entitled under the law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge special, indirect, consequential, or by administrative proceeding, for any covered claim punitive damages arising out of or dispute. To the extent the AAA Rules conflict with any provision or aspect of related to this Agreement, this Agreement shall control or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for wilful or wanton misconduct. The arbitrator arbitration award shall have be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not serve as precedent or authority in any subsequent proceeding, provided, however, that if the losing party should fail to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation comply with the award, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by law or controversy and seek interim provisional court orders, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results substance of any arbitration hereunder without proceedings shall be kept confidential by all parties and by the prior written consent arbitrators; however, the fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the Company proceeding, including the fees and Executive. All claims costs of attorneys, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity accountants, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity witnesses, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions compensation of the Federal Arbitration Act (9 U.S.C. arbitrators, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided assessed by the arbitrator. Likewise, procedural questions which grow out arbitrators against the parties according to the arbitrators’ determination of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration fault.

Appears in 1 contract

Samples: Exclusive Distributorship Agreement (RBC Life Sciences, Inc.)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating to the eMobile Services or this Agreement Addendum, or the breach of this Agreement, the Company’s employment of Executive, or otherwise thereof, shall be settled exclusively by binding arbitration conducted by and before a single arbitrator in Houston Nashville, Texas Tennessee administered by the American Arbitration Association in accordance with under its Employment Commercial Arbitration Rules ( and not under any other or ancillary rules or procedures such as the “AAA Supplementary Procedures for Consumer-Related Disputes or the Wireless Industry Arbitration Rules ”) then ). The parties waive any right they may have to proceed on behalf of or against a class, and agree that any claim, counterclaim, cross-claim or the like shall be brought on an individual basis and not consolidated with any other claim, counterclaim, cross-claim or the like thereof. The arbitration award shall be in effect writing, shall be signed by the arbitrator(s), and judgment shall include a reasoned opinion setting forth findings of fact and conclusions of law. Judgment on the award rendered by the arbitrator arbitrator(s) may be entered in any court having jurisdiction thereof. Both Employee and Notwithstanding the Company hereby waive immediately preceding paragraph or the right to a trial by jury or judge Severability section below, or by administrative proceeding, if the foregoing prohibition on class arbitration is not enforced for any covered claim or dispute. To reason, then the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and immediately preceding paragraph also shall not be enforced and any class action claims shall be brought as a plaintiff exclusively in the appropriate federal district court closest to Smyrna, Tennessee ( or claimant) or class member or, if federal jurisdiction is lacking, in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity closest state court thereto), and may not preside over any form of representative in arbitration. Any demand for arbitration or class proceeding. This Agreement is made under the provisions claim in litigation must be filed within one (1) year of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is time the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information accrued, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court the cause of action instead of arbitration shall forever be barred.

Appears in 1 contract

Samples: Online Services Agreement

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, Agreement or the breach thereof or otherwise arising out of this Agreement, the Company Executive’s employment or the termination of Executive that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise ) shall, shall to the fullest extent permitted by law, be settled by binding arbitration conducted in any forum and form agreed upon by and before a single arbitrator the parties or, in Houston the absence of such an agreement, Texas administered by under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with its the Employment Arbitration Dispute Resolution Rules ( of the “AAA Rules”) then in effect AAA, including, but not limited to, the rules and judgment on procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act ( Section 9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law specifically enforceable. Notwithstanding the foregoing, Executive and the Company this Section 9 shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by not preclude either party from pursuing a court action instead for the sole purpose of arbitration obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

Appears in 1 contract

Samples: Employment Agreement (4M Carbon Fiber Corp.)

Disputes. Any dispute controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive, or otherwise thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by accordance with the rules of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect in the State of Oklahoma, and judgment on the upon such award rendered by the arbitrator arbitrator(s) may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right The arbitration shall be held in Tulsa, Oklahoma, each party to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control bear its own costs. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce Williams and Consultant acknowledge that this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither Agreement evidences a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action transaction involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration interstate commerce.

Appears in 1 contract

Samples: Settlement and Retention Agreement (Williams Companies Inc)

Disputes. Any controversy, claim or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration in Orange County, Orlando, Florida. Such arbitration shall be conducted by and before a single arbitrator in Houston, Texas administered by accordance with the then prevailing commercial arbitration rules of the American Arbitration Association Association, with the following exceptions if in accordance conflict: (a) one arbitrator shall be chosen by the Company; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with its Employment Arbitration Rules other expenses of the arbitration incurred or approved by the arbitrator; and ( c) arbitration may proceed in the “AAA Rules” absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) then of the proceeding has been given to such party. The parties agree to abide by all decisions and awards rendered in effect such proceedings. Such decisions and judgment on the award awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof thereof as a basis of judgment and of the issuance of execution for its collection. Both Employee and the Company hereby waive the right to a trial by jury All such controversies, claims or judge disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding brining an action for injunctive relief or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control other equitable relief. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute award punitive damages or cause of action involving trade secrets speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, proprietary information THEN EACH PARTY, or intellectual property (including TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, without limitation HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Appears in 1 contract

Samples: Voting Trust Agreement (Elite Data Services, Inc.)

Disputes. Any dispute controversy, dispute, or controversy between claim arising out of, in connection with, or in relation to the Company and Executive interpretation, performance or breach of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out of or relating to this Agreement, the breach execution of this Agreement, any of the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant foregoing, including, without limitation, any claim based on contract, tort, or statute, shall be resolved or determined, at the issuance request of any Party, by arbitration conducted in New York, New York, in accordance with the then-existing Rules for Commercial Arbitration of the American Arbitration Association. The arbitration shall be resolved by an arbitrator jointly selected by the Parties. In the event that the Parties cannot agree on the indemnity of an injunction arbitrator within 10 days of the commencement of such efforts, each Party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, and such third arbitrator shall resolve such dispute alone. However Any judgment or award rendered by the arbitrator will be final, either party may binding and non-appealable, without inconsistency with this arbitration provision, apply to and judgment may be entered by any State or Federal court having jurisdiction over such thereof. The arbitrator shall berequired to decide the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or controversy as to the interpretation or enforceability of this Section 33 shall be determined by the arbitrator. All arbitration proceedings shall be held in the strictest of confidence and seek interim provisional all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, injunctive enforceable and irrevocable. The designation of a situs or other equitable relief until a governing law for this Agreement or the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions deemed an election to preclude application of the Federal Arbitration Act (9 U.S.C. Act, Sections 1-14) (“FAA”) and will if it would be construed and governed accordingly applicable. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of In the arbitrator’s fees and costs; provided award, however, that the arbitrator shall have allocate, in his or her discretion, among the discretion Parties to award the prevailing party reimbursement arbitration all costs of its or his arbitration, including the fees of the arbitrator and reasonable attorney’s fees fees, costs and costs, unless such award is prohibited by applicable law. Notwithstanding expert witness expenses of the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration Parties.

Appears in 1 contract

Samples: outernets.co

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement the order, including the breach of this Agreement breach, the Company’s employment of Executive termination, or otherwise validity hereof, shall will be settled finally resolved by binding arbitration conducted by and before a single sole arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment standard resolution rules currently in effect. The arbitration will be governed by the Federal Arbitration Rules (the “AAA Rules”) then in effect Act, 9 U.S.C. §§ 1-16, and judgment on judgement upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee The place of arbitration will be the city and state of NuCon’s place of business that issued the Company hereby waive order. If the right dispute between NuCon and Supplier is related to a trial by jury or judge dispute between NuCon and its customer, or by administrative proceeding Supplier agrees: (i) to a stay in arbitration proceedings until NuCon’s dispute with its customer is finally resolved, for any covered claim or dispute and (ii) to continue to perform its obligations under the order during the stay. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either Either party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, the arbitrator seeking injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder Either party also may, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of without waiving any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made remedy under the provisions of the Federal Arbitration Act (9 U.S.C. order, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability ( seek from any court having jurisdiction any interim or provisional relief that is whether an issue is subject necessary to arbitration under this agreement) shall be decided by protect the arbitrator. Likewise rights or property of that party, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of pending the arbitrator’s fees and costs; provided, however, that determination of the arbitrator shall have merits of the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration controversy.

Appears in 1 contract

Samples: www.nuconcorp.com

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement agreement, including the breach, termination, or* Confidential Treatment has been requested, the breach of this Agreement portion indicated has been redacted and the redacted portion has been separately filed with the Securities and Exchange Commission. validity hereof, the Company’s employment of Executive, or otherwise, shall will be settled finally resolved by binding arbitration conducted by and before a single sole arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment the CPR Institute for Dispute Resolution Rules for Non-Adminishered Arbitration Rules ( then currently in effect. The arbitration will be governed by the “AAA Rules”) then in effect Federal Arbitration Act, 9 U.S.C. ss 1-16, and judgment on upon the award rendered by the arbitrator may be entered in by any court having jurisdiction thereof. Both Employee and The place of arbitration will be New York, New York. If the Company hereby waive dispute between the right parties is related to a trial by jury or judge dispute between Honeywell and its customer, or by administrative proceeding MathStar agrees (i) to a stay in arbitration proceedings until Honeywell’s dispute with its customer is finally resolved, for any covered claim or dispute and (ii) to continue to perform its obligations under this order during the stay. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either Either party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, the arbitrator seeking injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder Either party also may, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of without waiving any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration remedy under this agreement ) shall be decided by , seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the arbitrator. Likewise rights or property of that party, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of pending the arbitrator’s fees and costs; provided, however, that determination of the arbitrator shall have merits of the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration controversy.

Appears in 1 contract

Samples: Strategic Agreement (Mathstar Inc)

Disputes. Any dispute or controversy between the Company and Executive, claim arising out of under this Agreement or relating to this Agreement, for the breach of this Agreement thereof shall (unless otherwise agreed by the parties) be decided by arbitration in Arlington County, the Company’s employment of Executive Virginia, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Commercial Arbitration Rules ( using “fast track” procedures whenever possible). Unless otherwise agreed, three arbitrators shall be selected from a panel of persons having experience in environmental matters, and at least one of the “AAA Rules”) then arbitrators selected shall be an attorney licensed to practice law in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect Commonwealth of this Agreement, this Agreement shall control Virginia. The arbitrator arbitrators shall have the authority to award any remedy or relief (except for punitive damages) that a court of competent jurisdiction the Commonwealth of Virginia could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional but not limited to, injunctive and other equitable rights and remedies. No demand for arbitration shall be made after the date when institution of legal or equitable proceedings based on the underlying claim, dispute, or other equitable relief until matter in question would be barred by the arbitration award is rendered or applicable statute of limitations under Virginia law. The County’s ability to draw against the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results Letter of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and Credit shall not be brought as abated by or during the pendency of an arbitration proceeding involving a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party disputed reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration request.

Appears in 1 contract

Samples: Remediation Agreement

Disputes. Any dispute or controversy between the Company and Executive, arising out of under or relating to in connection with this Agreement, the breach of this Agreement, the Company’s employment of Executive, Agreement (other than claims you may have for workers’ compensation or otherwise unemployment insurance benefits), shall be settled by submitted to final and binding arbitration conducted by and before in Boulder County, Colorado or a single arbitrator in Houston, Texas administered by nearby county of the closest office of the American Arbitration Association in accordance with (“AAA”), according to the provisions of its Employment Arbitration Rules ( the AAA Rules”) then in effect (except to the extent that the procedures outlined below differ from such Rules or the parties agree otherwise) and judgment the substantive law of the Federal Arbitration Act (“FAA”). In the event of any inconsistency between the FAA and the Rules, the FAA will prevail. The Rules are available on-line at www.adr.org or upon request from Brickell. Within thirty (30) days after written notice by either party has been given that a dispute exists and that arbitration is required, each party must select an arbitrator and those two arbitrators shall promptly, but in no event later than thirty (30) days after their selection, select a third arbitrator. The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must render their decision in writing. The arbitrators’ decision shall be final, conclusive and binding on the parties to arbitration. The arbitrators’ award rendered by the arbitrator may be entered enforced in any court having jurisdiction thereof of competent jurisdiction. Both Employee and Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the Company hereby waive the right to a trial parties agreeing that either could suffer irreparable harm by jury or judge, or by administrative proceeding, for reason of any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect breach of this Agreement , this Agreement . Pursuit of an injunction shall control not impair arbitration on all remaining issues. The arbitrator shall have In the authority to award any remedy or relief event that a court of competent jurisdiction could order shall determine that any provision of this Agreement is invalid or grant more restrictive than permitted under the governing law of such jurisdiction, including then such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law. BY SIGNING THIS AGREEMENT, without limitation PARTIES ARE EACH GIVING UP ITS RIGHT TO A JURY TRIAL AND ITS RIGHT TO BRING OR PARTICIPATE IN A CLASS/COLLECTIVE ACTION, the issuance of an injunction IF ANY, IN COURT. However ALL CLAIMS WILL BE RESOLVED EXCLUSIVELY THROUGH ARBITRATION, either party may, without inconsistency AS ALLOWED BY LAW. Nothing in this Agreement shall be construed to prohibit you from filing a charge with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member participating in any purported class investigation or representative proceeding, nor joined or consolidated with the claims of proceeding conducted by any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law governmental agency. Notwithstanding the foregoing, Executive and the Company shall each have the you agree to waive your right to resolve recover monetary damages in any dispute or cause of action involving trade secrets charge, proprietary information complaint, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, lawsuit filed by you or copyright law) by court action instead of arbitration anyone else on your behalf.

Appears in 1 contract

Samples: Letter Agreement (Brickell Biotech, Inc.)

Disputes. Any dispute or controversy between the Company and Executive arising under, arising out of of, in connection with or relating in relation to this Agreement Agreement (except with respect to the Policy referred to in Section 10, which shall be governed by the breach dispute resolution provisions specified therein), including any claims for discrimination or other similar violation of this Agreement, the Company’s employment of Executive, or otherwise federal law, shall be finally determined and settled by binding arbitration conducted by in Chicago, Illinois, in accordance with the rules and before a single arbitrator in Houston, Texas administered procedures regarding commercial contract disputes as established by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect Association, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof thereof as provided in Section 11. Both Employee and If any arbitration or other proceeding is brought for the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect enforcement of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance because of an injunction. However alleged dispute, either party may breach, without inconsistency default or misrepresentation in connection with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes provisions of action under this Agreement, whether by Employee the successful or the Company, must prevailing party shall be brought entitled to recover reasonable attorneys’ fees and other costs incurred in an individual capacity, and shall not be brought as a plaintiff ( that action or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of in addition to any other person or entity. The arbitrator relief that may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration granted.

Appears in 1 contract

Samples: Employment Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)

Disputes. Any dispute or controversy between arising under, out of, in connection with or in relation to this Agreement shall, at the Company election and Executive, arising out upon written demand of or relating any party to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be finally determined and settled by binding arbitration conducted by in Los Angeles, California, in accordance with the Employment Dispute Resolution rules and before a single arbitrator in Houston, Texas administered by procedures of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect Association, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and thereof If any legal action or any arbitration or other proceeding is brought for the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect enforcement of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance because of an injunction. However alleged dispute, either party may breach, without inconsistency default or misrepresentation in connection with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of this Agreement (including the Federal Arbitration Act (9 U.S.C. occurrence of an Employers' Material Breach), Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) successful or prevailing party shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute entitled to recover reasonable attorneys' fees and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial other costs incurred in that action or proceeding, a court in addition to any other relief that may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs be granted; provided, however, that neither party shall be entitled to recover more than $100,000 from the arbitrator shall have the discretion other pursuant to award the prevailing party reimbursement of its or this Section 12. Executive acknowledges and understands that by agreeing to this provision he is waiving his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause a jury trial. Executive also acknowledges that the provision of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, this paragraph on the costs of the arbitration forum have been specifically negotiated and rights under patent, trademark, or copyright law) by court action instead of arbitration are fair and reasonable.

Appears in 1 contract

Samples: Certain Employment Agreement (Center Trust Inc)

Disputes. Any dispute or controversy between the Company and Executive Consultant, arising out of or relating to this Consulting Agreement, the breach of this Consulting Agreement , the Company’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas Texas, administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party patty may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter Consultant. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs , unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Amended and Restated Consulting Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between the Company and Executive Consultant, arising out of or relating to this Consulting Agreement, the breach of this Consulting Agreement , the Company’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas Texas, administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party patty may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter Consultant. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs , unless such award is prohibited by applicable law . Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration. CONFIDENTIAL

Appears in 1 contract

Samples: Amended and Restated Consulting Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. thereof The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party Party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party Party shall bear its or his her costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his her reasonable attorney’s fees and costs , unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Employment Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party Party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party Party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs , unless such award is prohibited by applicable law . Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration. CONFIDENTIAL

Appears in 1 contract

Samples: Employment Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs , unless such award is prohibited by applicable law . Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration. CONFIDENTIAL

Appears in 1 contract

Samples: Restated Employment Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company ’s 's employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the "AAA Rules ") then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ( "FAA ") and will be construed and governed accordingly. It is the parties ' intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his her costs and expenses in any arbitration hereunder and one-half of the arbitrator ’s 's fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his her reasonable attorney ’s 's fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: Employment Agreement (Marker Therapeutics, Inc.)

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Denver, Texas Colorado administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee Executive and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ( the “FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his her costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his her reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: Miragen Therapeutics, Inc.

Disputes. Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his her costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his her reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: Restated Employment Agreement (Bellicum Pharmaceuticals, Inc)

Disputes. Any dispute or controversy between you and the Company and Executive Company, arising out of or relating to this Agreement, the breach of this Agreement, your employment or consulting to the Company ’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee you and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive you. All claims, disputes, or causes of action under this Agreement, whether by Employee you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and 6. expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive you and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: Bellicum Pharmaceuticals, Inc

Disputes. Any dispute or controversy between you and the Company and Executive Company, arising out of or relating to this Agreement, the breach of this Agreement, your employment or consulting to the Company ’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee you and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive you. All claims, disputes, or causes of action under this Agreement, whether by Employee you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive you and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration . 5.

Appears in 1 contract

Samples: Bellicum Pharmaceuticals, Inc

Disputes. Any dispute or controversy between you and the Company and Executive Company, arising out of or relating to this Agreement, the breach of this Agreement, your employment or consulting to the Company ’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston San Diego, Texas California administered by the American Arbitration Association JAMS in accordance with its Employment Arbitration Rules (the “ AAA JAMS Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee you and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA JAMS Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive you. All claims, disputes, or causes of action under this Agreement, whether by Employee you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive you and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: AmpliPhi Biosciences Corp

Disputes. Any dispute or controversy between you and the Company and Executive Company, arising out of or relating to this Agreement, the breach of this Agreement, your employment or consulting to the Company ’s employment of Executive , or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston San Diego, Texas California administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee you and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive you. All claims, disputes, or causes of action under this Agreement, whether by Employee you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive you and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration.

Appears in 1 contract

Samples: Separation and Consulting Agreement (Aethlon Medical Inc)

Disputes. Any dispute solely between Ginkgo and Amyris concerning the construction, meaning, effect or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach implementation of this Agreement, Agreement or the Company’s employment rights or obligations of Executive, or otherwise, any Party hereunder shall be resolved in accordance with the applicable terms of the Collaboration Agreement. Any other dispute among the Parties concerning the construction, meaning, effect or implementation of this Agreement or the rights or obligations of any Party hereunder that cannot be settled by good faith negotiation within thirty (30) Business Days after the first notice of such dispute shall be finally settled by binding arbitration conducted by and before a single arbitrator in Houston Chicago, Texas administered by Illinois in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control jurisdiction. The arbitrator shall have the authority to award grant any remedy equitable and legal remedies that would be available in any judicial proceeding subject to any limits set forth herein. Such arbitration shall be conducted by a single, independent arbitrator or, if the Parties are unable to agree on such arbitrator, each Party shall appoint a single, independent arbitrator who must collectively agree on a Third Party, independent arbitrator to serve as arbitrator hereunder. For clarity, the arbitrator can be either judicial or relief that non-judicial, depending on the nature of the dispute (i.e., if the dispute is technical in nature, the Parties may elect to agree upon an arbitrator who possesses a relevant technical background). The arbitrator may rule upon motions to compel or limit discovery and shall have the authority to impose sanctions for discovery abuses, including reasonable attorneys’ fees and costs, to the extent and upon the grounds available for such in the United States District Courts for the District in which the arbitration is taking place. The decision of the arbitrator (the “Award”) as to any Action (including the validity and amount of any Action) shall be final, binding, and conclusive upon the Parties. Such Award shall be written and shall be supported by written findings of facts and conclusions. Within thirty (30) days of issuance of an Award any payment required by the Award shall be made unless before such date any Party shall commence legal action to vacate or modify the Award. The Parties to the arbitration may apply to a court of competent jurisdiction could order for a temporary restraining order, preliminary injunction or grant other interim or conservatory relief, including as necessary, without limitation, the issuance breach of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision and without abridgment of the powers of the arbitrator. The Parties agree, and agree to direct the arbitrator, that the arbitration will be kept confidential and that the existence of the proceeding and any proceedings therein, including without limitation any pleadings, briefs or other documents, any testimony or other oral submissions and any Award, will not be disclosed beyond the arbitrator or arbitration tribunal, the Parties, their counsel and any Person (including witnesses, if any) involved in the conduct of the proceeding, except (i) in any legal proceeding concerning the arbitration, including without limitation any proceeding to compel or to stay arbitration or otherwise in aid of arbitration, for other relief as described in the immediately prior sentence, to vacate, modify, or confirm an award rendered hereunder Award, or to obtain interim relief enforce an Award or any judgment based upon an Award, neither a party nor an arbitrator may disclose (ii) to the existence tax, content legal, financial or results other professional advisors of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes such Person who are obligated to keep such information confidential, or causes of action under this Agreement, whether (iii) as may be required by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter Law. Each party Party shall bear pay its or his own costs and expenses in (including counsel fees) of any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided such arbitration, however, that except as may be awarded by the arbitrator shall have the discretion pursuant to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration this Section. EXHIBIT B

Appears in 1 contract

Samples: Amyris, Inc.

Disputes. Any dispute dispute, claim or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the breach, termination, enforcement, interpretation or validity thereof hereof (other than an action brought by Employer for injunctive or other equitable relief in the breach enforcement of Employer’s rights under Section 5 above, in which case such action may be brought in any court of competent jurisdiction), including the determination of the scope or applicability of this Agreement, the Company’s employment of Executive, or otherwise Agreement to arbitrate, shall be settled determined by binding arbitration conducted in Boston, Massachusetts, before three neutral arbitrators (one of whom shall be appointed by Employer, one by Executive and before a single arbitrator in Houston, Texas the third by the first two arbitrators). The arbitration shall be administered by the American Arbitration Association in accordance with JAMS pursuant to its Employment Streamlined Arbitration Rules (the “AAA Rules”) then in effect and judgment Procedures. Judgment on the award rendered by the arbitrator Award may be entered in any court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect This clause shall not preclude parties from seeking provisional remedies in aid of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that arbitration from a court of competent jurisdiction could order appropriate jurisdiction. In the event that it shall be necessary or grant, including, without limitation, desirable for Executive to retain legal counsel and/or incur other costs and expenses in connection with the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results enforcement of any arbitration hereunder without the prior written consent or all of the Company and Executive . All claims, disputes, or causes of action ’s rights under this Agreement, whether Employer shall pay (or Executive shall be entitled to recover from Employer, as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs and expenses in connection with the enforcement of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the extent that the arbitrators shall determine that Executive has not acted in good faith or presented a bona fide claim or dispute or that under the circumstances recovery by Employee Executive of all or the Company part of any such fees and costs and expenses would be inequitable or otherwise unjust. The parties agree that any and all disputes, must claims or controversies arising out of or relating to this Agreement shall first be brought in an individual capacity submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall not be brought as a plaintiff ( submitted to JAMS, or claimant) or class member in any purported class or representative proceeding its successor, nor joined or consolidated with for final and binding arbitration pursuant to the claims of any other person or entity arbitration clause set forth above. The arbitrator Either party may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural commence mediation by providing to JAMS and the substantive provisions of other party a written request for mediation, setting forth the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the arbitrator mediation proceedings. However The parties covenant that they will participate in the mediation in good faith. Employer shall pay (or Executive shall be entitled to recover from Employer, where a party already has initiated a judicial proceeding as the case may be) Executive’s reasonable attorneys’ fees and other reasonable costs of such mediation. All offers, a court may decide procedural questions that grow out promises, conduct and statements, whether oral or written, made in the course of the dispute and bear on the final disposition mediation by any of the matter. Each party shall bear its parties, their agents, employees, experts and attorneys, and by the mediator or his costs any JAMS employees, are confidential, privileged and expenses inadmissible for any purpose, including impeachment, in any arbitration hereunder or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or 45 days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this Clause may be enforced by any Court of competent jurisdiction, and one-half the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.In the event that within thirty (30) calendar days after the date that Executive’s Term of Employment has been terminated by Employer for Cause or by Executive for Good Reason, Executive (in the case of termination for Cause), or Employer (in the case of termination for Good Reason), notifies the other in writing that a dispute exists concerning the termination of employment either for Cause or for Good Reason, as the case may be (“Notice of Dispute”),(1) Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement, to be paid his Base Salary pursuant to Section 3.1 and to continue to receive all other benefits set forth in Section 3 until the earliest to occur of the arbitrator’s fees and costs following: (i) the expiration of the then current Term of Employment, or (ii) the resolution, pursuant to the provisions of Section 8, of such dispute; provided and(2) there shall be no reduction whatsoever of any amounts subsequently paid to Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage;provided, however, that the arbitrator Notice of Dispute is given in good faith, sets forth a bona fide claim or dispute and Executive pursues the resolution of such dispute with reasonable diligence. The Notice of Dispute hereunder shall have in all circumstances constitute (a) a Notice of Non-Renewal under Section 1 for purposes of determining the discretion to award expiration of the prevailing party reimbursement then current Term of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights Employment, and rights under patent (b) a request for mediation and, trademark therefore, or copyright law) by court action instead a copy of arbitration such Notice of Dispute shall be provided to JAMS as set forth above.

Appears in 1 contract

Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Advisor and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Advisory Fee, or the existence, validity, termination, interpretation of an injunction any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in Broward County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been, associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over any of the parties or their respective assets. The Arbitrator’s award must be reasoned and issued in writing within thirty (30) days of the hearing, unless otherwise agreed to by the Advisor and the Company. By election of arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such dispute or controversy and claims, but may seek interim provisional, injunctive or other equitable relief until the to enforce in court an arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings pursuant to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement , whether . The parties specifically agree to waive their respective rights to a trial by Employee or the Company, must be brought in an individual capacity jury, and shall not be brought as a plaintiff ( further agree that no demand, request or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and motion will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided made for trial by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration jury.

Appears in 1 contract

Samples: Advisory Services Agreement (Devcon International Corp)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Advisor and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Monthly Management Fee, or the existence, validity, termination, interpretation of an injunction any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in Broward County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been, associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over any of the parties or their respective assets. The Arbitrator’s award must be reasoned and issued in writing within thirty (30) days of the hearing, unless otherwise agreed to by the Manager and the Company. By election of arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such dispute or controversy and claims, but may seek interim provisional, injunctive or other equitable relief until the to enforce in court an arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings pursuant to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement , whether . The parties specifically agree to waive their respective rights to a trial by Employee or the Company, must be brought in an individual capacity jury, and shall not be brought as a plaintiff ( further agree that no demand, request or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and motion will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided made for trial by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration jury.

Appears in 1 contract

Samples: Advisory Services Agreement (Devcon International Corp)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Manager and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Monthly Management Fee or any Annual Management Fee, or the existence, validity, termination, interpretation of an injunction any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in Broward County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been, associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company parties or their respective assets. The Arbitrator’s award must be reasoned and Executive. All claims issued in writing within thirty (30) days of the hearing, disputes, or causes of action under this Agreement, whether unless otherwise agreed to by Employee or the Manager and the Company , must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Management Services Agreement (Sunair Electronics Inc)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Manager and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Monthly Management Fee or the Fee on sale of an injunction the Company, or the existence, validity, termination, interpretation of any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in Broward County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company parties or their respective assets. The Arbitrator’s award must be reasoned and Executive. All claims issued in writing within thirty (30) days of the hearing, disputes, or causes of action under this Agreement, whether unless otherwise agreed to by Employee or the Manager and the Company , must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Management Services Agreement (Sunair Services Corp)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Manager and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Monthly Management Fee, or the existence, validity, termination, interpretation of an injunction any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in 3 Palm Beach County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been, associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company parties or their respective assets. The Arbitrator’s award must be reasoned and Executive. All claims issued in writing within thirty (30) days of the hearing, disputes, or causes of action under this Agreement, whether unless otherwise agreed to by Employee or the Manager and the Company , must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Management Agreement (Pipeline Data Inc)

Disputes. Any dispute dispute, controversy or controversy claim arising between the Manager and the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, any question regarding the issuance Monthly Management Fee, or the existence, validity, termination, interpretation of an injunction any term hereof or either party’s performance obligations hereunder shall be finally settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Arbitration Rules”). However The AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the Arbitration Rules. The place of arbitration shall be in Broward County, either Florida. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator who shall be a professional, legal or otherwise but shall not be, or have previously been, associated with any party may to this Agreement (the “Arbitrator”). The arbitral award shall be final, without inconsistency with this arbitration provision binding and non-appealable. Any award rendered by the Arbitrator may be confirmed, apply to judgment upon any award rendered may be entered and such award or the judgment thereon may be enforced or executed upon, by any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company parties or their respective assets. The Arbitrator’s award must be reasoned and Executive. All claims issued in writing within thirty (30) days of the hearing, disputes, or causes of action under this Agreement, whether unless otherwise agreed to by Employee or the Manager and the Company , must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Management Services Agreement (Devcon International Corp)

Disputes. Any dispute dispute, difference or controversy between the Company and Executive, arising out of or relating to this Agreement, the any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or any breach of this Agreement Agreement or any such document or instrument, with the Company’s employment exception of Executive, an actual or otherwise apprehended unlawful disclosure or misappropriation of Confidential Information, shall be subject to settlement proceedings under the then-applicable International Chamber of Commerce ("ICC") ADR Rules (or successor rules). If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the parties may agree in writing, such dispute shall be finally settled by binding arbitration under the then-applicable Rules of Arbitration of the ICC (or successor rules), by a proceeding conducted in London, England, United Kingdom, in the English language, by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association appointed in accordance with its Employment Arbitration the said Rules ( of Arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the “AAA Rules”) then in effect arbitrator shall be final, conclusive, and judgment binding on the award rendered by parties to the arbitrator arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction thereof. Both Employee jurisdiction, and the Company hereby waive parties irrevocably consent to the right to a trial by jury or judge, or by administrative proceeding, jurisdiction of the courts of the State of New York and of any federal court located in such State for this purpose. In any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation such arbitration, the issuance parties waive personal service of an injunction any process or other papers and agree that service thereof may be made in accordance with Section 15.06. However Each party shall pay one-half of the costs and expenses of such arbitration, and each shall separately pay its own attorneys' fees and expenses. Notwithstanding the foregoing, either party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over of the State of New York or any federal court located in such dispute or controversy and seek interim provisional, State for injunctive or other equitable relief to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved . Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity , and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with each party hereby consents to the claims exclusive jurisdiction and venue of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters such courts for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration purpose.

Appears in 1 contract

Samples: Copytele Inc

Disputes. Any dispute dispute, difference or controversy between the Company and Executive, arising out of or relating to this Agreement, the any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or any breach of this Agreement Agreement or any such document or instrument, with the Company’s employment exception of Executive, an actual or otherwise apprehended unlawful disclosure or misappropriation of Confidential Information, shall be subject to settlement proceedings under the then-applicable International Chamber of Commerce ("ICC") ADR Rules (or successor rules). If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the parties may agree in writing, such dispute shall be finally settled by binding arbitration under the then-applicable Rules of Arbitration of the ICC (or successor rules), by a proceeding conducted in London, England, United Kingdom, in the English language, by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association appointed in accordance with its Employment Arbitration the said Rules ( of Arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the “AAA Rules”) then in effect arbitrator shall be final, conclusive, and judgment binding on the award rendered by parties to the arbitrator arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction thereof. Both Employee jurisdiction, and the Company hereby waive parties irrevocably consent to the right to a trial by jury or judge, or by administrative proceeding, jurisdiction of the courts of the State of New York and of any federal court located in such State for this purpose. In any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation such arbitration, the issuance parties waive personal service of an injunction any process or other papers and agree that service thereof may be made in accordance with Section 15.07. However Each party shall pay one-half of the costs and expenses of such arbitration, and each shall separately pay its own attorneys' fees and expenses. Notwithstanding the foregoing, either party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over of the State of New York or any federal court located in such dispute or controversy and seek interim provisional, State for injunctive or other equitable relief to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved . Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity , and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with each party hereby consents to the claims exclusive jurisdiction and venue of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters such courts for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration purpose.

Appears in 1 contract

Samples: Copytele Inc

Disputes. Any dispute dispute, difference or controversy between the Company and Executive, arising out of or relating to this Agreement, the any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or any breach of this Agreement Agreement or any such document or instrument, with the Company’s employment exception of Executive, an actual or otherwise apprehended unlawful disclosure or misappropriation of Confidential Information, shall be subject to settlement proceedings under the then-applicable International Chamber of Commerce (“ICC”) ADR Rules (or successor rules). If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the parties may agree in writing, such dispute shall be finally settled by binding arbitration under the then-applicable Rules of Arbitration of the ICC (or successor rules), by a proceeding conducted in London, England, United Kingdom, in the English language, by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association appointed in accordance with its Employment Arbitration the said Rules ( of Arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the “AAA Rules”) then in effect arbitrator shall be final, conclusive, and judgment binding on the award rendered by parties to the arbitrator arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction thereof. Both Employee jurisdiction, and the Company hereby waive parties irrevocably consent to the right to a trial by jury or judge, or by administrative proceeding, jurisdiction of the courts of the State of New York and of any federal court located in such State for this purpose. In any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation such arbitration, the issuance parties waive personal service of an injunction any process or other papers and agree that service thereof may be made in accordance with Section 15.07. However Each party shall pay one-half of the costs and expenses of such arbitration, and each shall separately pay its own attorneys’ fees and expenses. Notwithstanding the foregoing, either party may, without inconsistency with this arbitration provision, may apply to any court having jurisdiction over of the State of New York or any federal court located in such dispute or controversy and seek interim provisional, State for injunctive or other equitable relief to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved . Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity , and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with each party hereby consents to the claims exclusive jurisdiction and venue of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters such courts for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration purpose.

Appears in 1 contract

Samples: Amended and Restated Technology License Agreement (Copytele Inc)

Disputes. Arbitration Any controversy, claim or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the employment relationship, either during the breach existence of this Agreement the employment relationship or afterwards, between the Company’s employment of Executive parties hereto, their assignees, their affiliates, their attorneys, or otherwise agents, shall be settled by binding arbitration in Las Vegas, NV. Such arbitration shall be conducted by and before a single arbitrator in Houston, Texas administered by accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (but the arbitration shall be in accordance front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by All American Beverage Corporation; (b) each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and ( c) arbitration may proceed in the “AAA Rules”) then absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in effect such proceedings. Such decisions and judgment on the award awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof thereof as a basis of judgment and of the issuance of execution for its collection. Both Employee and All such controversies claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company hereby waive from bringing an action for injunctive relief or other equitable relief or relief under the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Confidential Information and Invention Assignment Agreement , this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute award punitive damages, consequential damages, lost profits or cause speculative damages to either party. The parties shall keep confidential the existence of action involving trade secrets the claim, proprietary information, controversy or intellectual property disputes from third parties ( including, without limitation, inventions assignment rights other than the arbitrator), and rights under patent the determination thereof, trademark unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, or copyright law) by court action instead THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. In witness hereof, each party to this Agreement has caused it to be executed on the date indicated below. LAURENCE RUHE - EXECUTIVE MJ HOLDINGS, INC. - COMPANY /s/ Laurence Ruhe /s/ Paris Balaouras Signature Paris Balaouras, Chief Executive Officer Employment Agreement for an Executive Page 12 of arbitration. 12

Appears in 1 contract

Samples: Executive Employment Agreement (MJ Holdings, Inc.)

Disputes. Arbitration Any controversy, claim or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the employment relationship, either during the breach existence of this Agreement the employment relationship or afterwards, between the Company’s employment of Executive parties hereto, their assignees, their affiliates, their attorneys, or otherwise agents, shall be settled by binding arbitration in Las Vegas, NV. Such arbitration shall be conducted by and before a single arbitrator in Houston, Texas administered by accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (but the arbitration shall be in accordance front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by All American Beverage Corporation; (b) each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and ( c) arbitration may proceed in the “AAA Rules”) then absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in effect such proceedings. Such decisions and judgment on the award awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof thereof as a basis of judgment and of the issuance of execution for its collection. Both Employee and All such controversies claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company hereby waive from bringing an action for injunctive relief or other equitable relief or relief under the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Confidential Information and Invention Assignment Agreement , this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute award punitive damages, consequential damages, lost profits or cause speculative damages to either party. The parties shall keep confidential the existence of action involving trade secrets the claim, proprietary information, controversy or intellectual property disputes from third parties ( including, without limitation, inventions assignment rights other than the arbitrator), and rights under patent the determination thereof, trademark unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, or copyright law) by court action instead of arbitration. THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. In witness hereof, each party to this Agreement has caused it to be executed on the date indicated below. RICHARD S. GROBERG - EXECUTIVE MJ HOLDINGS, INC. - COMPANY /S/ Richard S. Groberg /S/ Paris Balaouras Signature Paris Balaouras, Chief Executive Officer

Appears in 1 contract

Samples: Executive Employment Agreement (MJ Holdings, Inc.)

Disputes. Arbitration Any controversy, claim or dispute or controversy between the Company and Executive, arising out of or relating to this Agreement Agreement or the employment relationship, either during the breach existence of this Agreement the employment relationship or afterwards, between the Company’s employment of Executive parties hereto, their assignees, their affiliates, their attorneys, or otherwise agents, shall be settled by binding arbitration in Las Vegas, NV. Such arbitration shall be conducted by and before a single arbitrator in Houston, Texas administered by accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (but the arbitration shall be in accordance front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by All American Beverage Corporation; (b) each party to the arbitration will pay its Employment Arbitration Rules pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and ( c) arbitration may proceed in the “AAA Rules”) then absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in effect such proceedings. Such decisions and judgment on the award awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof thereof as a basis of judgment and of the issuance of execution for its collection. Both Employee and All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company hereby waive from bringing an action for injunctive relief or other equitable relief or relief under the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Confidential Information and Invention Assignment Agreement , this Agreement shall control . The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute award punitive damages, consequential damages, lost profits or cause speculative damages to either party. The parties shall keep confidential the existence of action involving trade secrets the claim, proprietary information, controversy or intellectual property disputes from third parties ( including, without limitation, inventions assignment rights other than the arbitrator), and rights under patent the determination thereof, trademark unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, or copyright law) by court action instead THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. Employment Agreement for an ExecutivePage 12 of arbitration. 13 In witness hereof, each party to this Agreement has caused it to be executed on the date indicated below. TERRENCE M. TIERNEY - EXECUTIVE MJ HOLDINGS, INC. - COMPANY /s/ Terrence M. Tierney /s/ Paris Balaouras Signature Paris Balaouras, Chief Executive Officer Employment Agreement for an ExecutivePage 13 of 13

Appears in 1 contract

Samples: Employment Agreement (MJ Holdings, Inc.)

Disputes. Any dispute Client and 911 agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy between the Company and Executive, or claim arising out of or relating to this Agreement, the breach of this Agreement including, without limitation, the Company’s employment of Executive, interpretation or otherwise breach thereof, shall be settled submitted by binding either party to arbitration in Jefferson County, Alabama and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by and before a single arbitrator one arbitrator, who shall be (a) selected in Houston, Texas administered by the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in accordance with its Employment Arbitration Rules the practice of law and at least five ( 5) years experience in the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury negotiation of technology contracts or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect litigation of this Agreement, this Agreement shall control technology disputes. The arbitrator shall have the authority power to enter any award that could be entered by a judge of the state courts of Alabama sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any remedy other damages which are not compensatory, even if permitted under the laws of the State of Alabama or relief that a court any other applicable law. The arbitrator must issue his or her resolution of competent jurisdiction could order or grant, including, without limitation, any dispute within thirty (30) days of the issuance date the dispute is submitted for arbitration. The written decision of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to the arbitrator shall be final and binding and enforceable in any court having jurisdiction over such dispute or controversy the parties and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent subject matter of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive and the Company this Section shall each have the right to resolve any dispute or cause of action involving trade secrets not preclude either party from seeking temporary, proprietary information provisional, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration injunctive relief from any court.

Appears in 1 contract

Samples: Software Development Agreement

Disputes. Any dispute Client and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy between the Company and Executive, or claim arising out of or relating to this Agreement, the breach of this Agreement including, without limitation, the Company’s employment of Executive, interpretation or otherwise breach thereof, shall be settled submitted by binding either party to arbitration in court in state of Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by and before a single arbitrator one arbitrator, who shall be (a) selected in Houston, Texas administered by the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in accordance with its Employment Arbitration Rules the practice of law and at least five ( 5) years experience in the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury negotiation of technology contracts or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect litigation of this Agreement, this Agreement shall control technology disputes. The arbitrator shall have the authority power to enter any award that could be entered by a judge of the state courts of Florida sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any remedy other damages which are not compensatory, even if permitted under the laws of the State of Florida or relief that a court any other applicable law. The arbitrator must issue his or her resolution of competent jurisdiction could order or grant, including, without limitation, any dispute within thirty (30) days of the issuance date the dispute is submitted for arbitration. The written decision of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to the arbitrator shall be final and binding and enforceable in any court having jurisdiction over such dispute or controversy the parties and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent subject matter of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive and the Company this Section shall each have the right to resolve any dispute or cause of action involving trade secrets not preclude either party from seeking temporary, proprietary information provisional, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration. injunctive relief from any court.14

Appears in 1 contract

Samples: Blockchain Software Development and Collaboration Agreement (International Spirits & Beverage Group, Inc.)

Disputes. Any dispute Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy between the Company and Executive, or claim arising out of or relating to this Agreement, the breach of this Agreement including, without limitation, the Company’s employment of Executive, interpretation or otherwise breach thereof, shall be settled submitted by binding either party to arbitration in Utah County, Utah and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by and before a single arbitrator one arbitrator, who shall be (a) selected in Houston, Texas administered by the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in accordance with its Employment Arbitration Rules the practice of law and at least five ( 5) years experience in the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury negotiation of technology contracts or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect litigation of this Agreement, this Agreement shall control technology disputes. The arbitrator shall have the authority power to enter any award that could be entered by a judge of the state courts of Utah sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any remedy other damages which are not compensatory, even if permitted under the laws of the State of Utah or relief that a court any other applicable law. The arbitrator must issue his or her resolution of competent jurisdiction could order or grant, including, without limitation, any dispute within thirty (30) days of the issuance date the dispute is submitted for arbitration. The written decision of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to the arbitrator shall be final and binding and enforceable in any court having jurisdiction over such dispute or controversy the parties and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent subject matter of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive and the Company this Section shall each have the right to resolve any dispute or cause of action involving trade secrets not preclude either party from seeking temporary, proprietary information provisional, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration injunctive relief from any court.

Appears in 1 contract

Samples: gskcomputerservices.com

Disputes. Any dispute Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy between the Company and Executive, or claim arising out of or relating orrelating to this Agreement, including, without limitation, either party to arbitrator appointed at Chandigarh shall submit the interpretation or breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control . The arbitrator shall have the authority power to enter any award that could be entered by a judge of the state courts of Chandigarh sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any remedy other damages, which are not compensatory, even if permitted under Indian laws. The arbitrator must issue his or relief that a court her resolution of competent jurisdiction could order or grant, including, without limitation, any dispute within thirty(30)days of the issuance date the dispute is submitted for arbitration. The written decision of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to the arbitrator shall be final and binding and enforceable in any court having jurisdiction over such dispute or controversy the parties and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent subject matter of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive and the Company this Section shall each have the right to resolve any dispute or cause of action involving trade secrets not preclude either party from seeking temporary, proprietary information provisional, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration injunctive relief from any court.

Appears in 1 contract

Samples: Website Development Agreement

Disputes. Any dispute DYOPATH and the Client agree to enter into negotiation to resolve any dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within thirty(30) business days. Where negotiations are unresolved by management, all disputes, controversies or controversy between differences arising in connection with the Company and Executive validity, arising out of or relating to this Agreement execution, the breach of this Agreement performance, the Company’s employment of Executive breach, non‐renewal, or otherwise termination of the Agreement, shall be finally settled by binding arbitration conducted by and before a single arbitrator in Houston, Texas administered by in an arbitration proceeding under the Rules of the American Arbitration Association by three arbitrators in accordance with its Employment the Commercial Arbitration Rules (the “AAA Rules”) then in effect of the American Arbitration Association. Selection of the arbitrators shall be as follows: each party shall appoint one arbitrator within twenty (20) days after the parties have agreed to go to arbitration, and judgment on those two arbitrators shall appoint a third arbitrator who shall act as chairman, within a twenty (20) day period thereafter. If the award rendered parties fail to appoint the chairman within said period, the parties will apply to the American Arbitration Association for appointment of the third arbitrator. The parties agree to be bound by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent findings of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law arbitration. Notwithstanding the foregoing, Executive the courts shall have jurisdiction over injunctive or provisional relief pending arbitration. The arbitrators shall not be empowered to award punitive damages to any party. Each party is responsible for expenses of the arbitration, including reasonable attorneys’ fees and other costs and expenses incurred in connection with the Company shall each have prosecution or defense of such arbitration. No claim, suit, or action, regardless of form, arising from or relating to either parties’ acts or omissions in the right to resolve any dispute performance of the Agreement may be brought or asserted more than four (4) years after the cause of action involving trade secrets has accrued; provided that claims, proprietary information suits, or intellectual property (including actions arising from or relating to either parties’ gross negligence or reckless, without limitation, inventions assignment rights, and rights under patent, trademark willful, or copyright law) by court action instead of arbitration intentional acts or omissions shall be excluded from this one year limitation.

Appears in 1 contract

Samples: dyopath.com

Disputes. Any dispute Except as necessary to obtain the relief specified in Section 10(a), any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof hereafter, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston San Francisco County, Texas administered California, in accordance with the rules established by the American Arbitration Association Association, provided, however, that the parties agree that (i) a 30-day negotiation period between the Company and the Executive will be specified prior to any arbitration proceeding; (ii) the arbitrator shall be prohibited form disregarding, adding to or modifying the terms of this agreement; and (iii) the arbitrator shall be required to follow established principles of substantive law and the laws governing burdens of proof. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 16 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 16 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s entitled to recover all reasonable attorneys fees and costs; provided, however, that related costs form the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration losing party.

Appears in 1 contract

Samples: Constitutes the Entire Agreement (Isg Resources Inc)

Disputes. Any dispute Except as necessary to obtain the relief specified in Section 10(a), any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Salt Lake City, Texas administered Utah in accordance with the rules established by the American Arbitration Association Association, _provided,_however_, that the parties agree that (i) the arbitrator shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; and (ii) the arbitrator shall be required to follow established principles of substantive law and the law governing burdens of proof. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 16 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 16 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Constitutes the Entire Agreement (Isg Resources Inc)

Disputes. Any dispute Except as necessary to obtain the relief specified in Section 10(a). any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof hereafter, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston San Francisco County, Texas administered California, in accordance with the rules established by the American Arbitration Association Association, provided, however, that the parties agree that (i) a 30-day negotiation period between the Company and the Executive will be specified prior to any arbitration proceeding; (ii) the arbitrator shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; and (iii) the arbitrator shall be required to follow established principles of substantive law and the law governing burdens of proof. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 16 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 16 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either prevailing party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s entitled to recover all reasonable attorneys fees and costs; provided, however, that related costs from the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration losing party.

Appears in 1 contract

Samples: Amendment to Employment Agreement (Headwaters Inc)

Disputes. Any dispute Except as necessary to obtain the relief specified in Section 10(a). any claim or controversy between the Company and Executive, arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive thereof, or otherwise otherwise arising out of or relating to the Executive's employment, compensation and benefits with the Company or the termination thereof, shall be settled by binding arbitration conducted by and before a single arbitrator in Houston Salt Lake City, Texas administered Utah in accordance with the rules established by the American Arbitration Association Association, provided, however. that the parties agree that (i) the arbitrator shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; and (ii) the arbitrator shall be required to follow established principles of substantive law and the law governing burdens of proof. Any claim or controversy not submitted to arbitration in accordance with its Employment Arbitration Rules ( this Section 16 shall be considered waived and, thereafter, no arbitration panel or tribunal or court shall have the “AAA Rules”) then power to rule or make any award on any such claim or controversy. The award rendered in effect any arbitration proceeding held under this Section 16 shall be final and binding, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof . Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Amendment to Employment Agreement (Headwaters Inc)

Disputes. Any Except as otherwise expressly provided in this agreement, any dispute arising under or controversy between in connection with this agreement shall, at the Company and election of the Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled resolved by binding arbitration conducted by and before a single arbitrator to be held in Houston, Texas administered by New York City in accordance with the rules of the American Arbitration Association in accordance with its Employment Arbitration Rules ( Association. Judgment upon the “AAA Rules”) then in effect and judgment on the arbitrator's award rendered by the arbitrator may be entered in any -41- 15 court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury Costs of any arbitration or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant litigation, including, without limitation, the issuance attorneys' fees of an injunction. However both parties, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of shall be borne by the Company and Executive. All claims advanced to the Executive as appropriate from time to time, disputes provided that, if the arbitrator or causes of action under this Agreement judge, whether by Employee or as the Company case may be, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with determines that the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions defenses of the Federal Arbitration Act (9 U.S.C. Executive were without any reasonable basis, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each each party shall bear his or its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and own costs ; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Mutual Agreement (Bed Bath & Beyond Inc)

Disputes. Any Except as otherwise expressly provided in this agreement, any dispute arising under or controversy between in connection with this agreement shall, at the Company and election of the Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, shall be settled resolved by binding arbitration conducted by and before a single arbitrator to be held in Houston, Texas administered by New York City in accordance with the rules of the American Arbitration Association in accordance with its Employment Arbitration Rules ( Association. Judgment upon the “AAA Rules”) then in effect and judgment on the arbitrator's award rendered by the arbitrator may be entered in any -57- 15 court having jurisdiction thereof jurisdiction. Both Employee and the Company hereby waive the right to a trial by jury Costs of any arbitration or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant litigation, including, without limitation, the issuance attorneys' fees of an injunction. However both parties, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of shall be borne by the Company and Executive. All claims advanced to the Executive as appropriate from time to time, disputes provided that, if the arbitrator or causes of action under this Agreement judge, whether by Employee or as the Company case may be, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with determines that the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions defenses of the Federal Arbitration Act (9 U.S.C. Executive were without any reasonable basis, Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each each party shall bear his or its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and own costs ; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration .

Appears in 1 contract

Samples: Mutual Agreement (Bed Bath & Beyond Inc)

Disputes. Any dispute Except as provided below, any and all disputes arising under or controversy related to this Agreement which cannot be resolved through negotiations between the Company and Executive, arising out of or relating to this Agreement, the breach of this Agreement, the Company’s employment of Executive, or otherwise, parties shall be settled submitted to binding arbitration. If the parties fail to reach a settlement of their dispute within fifteen (15) days after the earliest date upon which one of the parties notified the other(s) of its desire to attempt to resolve the dispute, then the dispute shall be promptly submitted to arbitration by binding arbitration conducted by and before a single arbitrator through the Judicial Arbiter Group, or any similar arbitration provider who can provide a former judge to conduct the arbitration if the Judicial Arbiter Group is no longer in Houston existence ("JAG"). The arbitrator shall be selected by JAG, Texas administered by the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect and judgment if possible, on the award rendered by basis of his or her expertise in the subject matter(s) of the dispute. The decision of the arbitrator shall be final, nonappealable and binding upon the parties, and it may be entered in any court having jurisdiction thereof of competent jurisdiction. Both Employee The arbitration shall take place in Boulder, Colorado. The arbitrator shall be bound by the laws of the State of Colorado applicable to the issues involved in the arbitration and all Colorado rules relating to the admissibility of evidence, including, without limitation, all relevant privileges and the Company hereby waive attorney work product doctrine. All discovery shall be completed in accordance with the right to a trial time limitations prescribed in the Colorado Rules of Civil Procedure, unless otherwise agreed by jury the parties or judge, or ordered by administrative proceeding, for any covered claim or dispute. To the extent arbitrator on the AAA Rules conflict with any provision or aspect basis of this Agreement, this Agreement shall control strict necessity adequately demonstrated by the party requesting an extension of time. The arbitrator shall have the authority power to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other grant equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action where applicable under this Agreement, whether by Employee or the Company, must be brought in an individual capacity Colorado law, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims entitled to make an award of any other person or entity punitive damages when applicable under Colorado law. The arbitrator may not consolidate shall issue a written opinion setting forth his or her decision and the claims of more than one person or entity, and may not preside over any form of representative or class proceeding reasons therefor within thirty (30) days after the arbitration proceeding is concluded. This Agreement is made under the provisions The obligation of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject parties to submit any dispute arising under or related to this Agreement to arbitration under as provided in this agreement) Section shall be decided by survive the arbitrator. Likewise, procedural questions which grow out expiration or earlier termination of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law this Agreement. Notwithstanding the foregoing, Executive either party may seek and obtain an injunction or other appropriate relief from a court to preserve or protect trademarks, tradenames, copyrights, patents, trade secrets or other intellectual property or proprietary information or to preserve the status quo with respect to any matter pending conclusion of the arbitration proceeding, but no such application to a court shall in any way be permitted to stay or otherwise impede the progress of the arbitration proceeding. In the event of any arbitration or litigation being filed or instituted between the parties concerning this Agreement, the prevailing party will be entitled to receive from the other party or parties its attorneys' fees, witness fees, costs and expenses, court costs and other reasonable expenses, whether or not such controversy, claim or action is prosecuted to judgment or other form of relief. The "prevailing party" is that party which is awarded judgment or other legal or equitable relief as a result of trial or arbitration, or who receives a payment of money from the other party in settlement of claims asserted by such party. If both parties receive a judgment, settlement payment or other award or relief, the court or the arbitrator shall determine which party is the prevailing party, taking into consideration the merits of the claims asserted by each party, the relative values of the judgments, settlements or other forms of relief received by each party, and the Company shall each have relative equities between the right to resolve any dispute or cause of action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, or copyright law) by court action instead of arbitration parties.

Appears in 1 contract

Samples: Independent Contract (Coyote Sports Inc)

Disputes. Any dispute Except as provided for herein, any controversy or controversy between the Company and Executive, claim arising out of or relating to this Agreement, the or any breach of this Agreement, the Company’s employment of Executive, or otherwise hereof, shall be settled by submitting the matter to binding arbitration conducted in New York, New York by and before a single arbitrator in Houston, Texas administered by pursuant to the commercial rules of the American Arbitration Association in accordance with its Employment Arbitration Rules (the “AAA Rules”) then in effect effect. The determination of the arbitrator shall be conclusive and binding on the Company and Consultant, and judgment on the award rendered by the arbitrator may be entered on the arbitrator’s award in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect of this Agreement, this Agreement shall control competent jurisdiction. The arbitrator shall not have the authority power to award any remedy punitive or relief that a court exemplary damages. Issues of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary arbitrability shall be determined in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated accordance with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, United States federal substantive and may not preside over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether an issue is subject laws relating to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final disposition of the matter arbitration. Each party shall bear its or his own attorneys’ fees; the other costs and expenses in any arbitration hereunder and one-half of the arbitrator’s arbitration shall be borne as provided by the rules of the American Arbitration Association. If court proceedings to compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and attorneys’ fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing other party reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. reasonably incurs.Notwithstanding the foregoing, Executive if Consultant breaches or attempts to breach any of Consultant’s obligations under Paragraphs 10, 11, 12 or 13 of this Agreement, Consultant acknowledges that such a breach would irreparably damage the Company and its business. Accordingly, in addition to any other remedies, the Company is entitled to temporary, preliminary and permanent relief enjoining Consultant to prevent such harm from a court and the Company shall each have not be compelled to submit a dispute under Paragraphs 10, 11, 12 or 13 to arbitration. Consultant specifically consents to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, for this purpose, or if that court is unable to exercise jurisdiction for any reason, to the exclusive jurisdiction of the United States District Court for the Southern District of New York. Consultant waives Consultant’s right to resolve any dispute claim of improper or cause inconvenient venue or forum.Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action involving trade secrets, proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under patent, trademark, proceeding arising out of or copyright law) by court action instead of arbitration relating to this Agreement.

Appears in 1 contract

Samples: GRANDPARENTS.COM, Inc.