Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 6 contracts

Samples: Master Services Agreement (Crosswalk Com), Master Services Agreement (Greenleaf Technologies Corp), Master Services Agreement (Callnow Com Inc)

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Governing Law; Dispute Resolution. This The Parties agree that the enforcement of this Agreement is made under and will shall be governed by and construed in accordance with the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et seq. The laws of the State of California Texas and the National Rules (except that body as defined below) shall apply to the interpretation of this Agreement, pursuant to section 2 of the FAA. The laws of the State of Texas shall govern the substantive merits of any legal dispute set forth herein, without regard to conflicts of law controlling conflicts provisions. In case of law) and specifically excluding from application any controversy or claim arising out of or related to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to your employment or the termination of your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute (including the arbitrability of the dispute itself, and the formation or enforceability of this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, ) shall finally be settled by arbitration under the American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures (the “National Rules”). A single arbitrator shall be selected in accordance with the Arbitration Rules National Rules. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 10(m) (other than as provided under the Restrictive Covenants Agreement) will be waived, and if Customer is thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a non-U.S. entityclaim or controversy under this Agreement and in making an award, the International Arbitration Rules) arbitrator must consider the terms and provisions of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal")this Agreement, the first of which will be appointed by the claimant in its notice of arbitrationas well as all applicable federal, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafterstate, or local laws. The language of the award rendered in any arbitration proceeding held under this Section 10(m) shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal final and the AAA. This Agreement will be enforceable, and any arbitration award will be final, binding and judgment thereon upon the award may be entered in any court of competent jurisdictionhaving jurisdiction thereof. The arbitration following claims are not covered by this Section 10(m): (1) claims for workers’ compensation or unemployment compensation benefits; (2) administrative charges to any federal, state or local equal opportunity or fair employment practices agency; (3) administrative charges to the National Labor Relations Board; (4) agency charges or complaints to exhaust an administrative remedy; or (5) any other charges filed with or communication to a federal, state or local government office, official or agency. Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The Company will be held responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in San Franciscothe court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, Californiaif any, USAprovided that the arbitrator or court, as applicable, may award reasonable costs and expenses in favor of the prevailing party. Notwithstanding The Company and you agree that the foregoingdecision as to whether a party is the prevailing party in an arbitration, claims for preliminary injunctive reliefor a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other pre-judgment remedieslegal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and claims for Customer's failure the Company and you each consent to pay for Services in accordance the jurisdiction of such a court. With respect to any such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the means specified under Section 10(a); and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with this Agreement may be brought in a state respect to personal jurisdiction, inconvenient forum, or federal court in the United States with jurisdiction over the subject matter and partiesservice of process.

Appears in 5 contracts

Samples: Executive Employment Agreement (HMS Holdings Corp), Employment Agreement (HMS Holdings Corp), Executive Employment Agreement (HMS Holdings Corp)

Governing Law; Dispute Resolution. (a) This Agreement is made under and will LICENSE shall be governed by and construed in accordance with the laws of the State *** in each case without reference to any rules of California (conflict of laws, except that body matters pertaining to intellectual property rights and patents shall be governed by the laws of law controlling conflicts the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differencesLICENSE, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by binding arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entitycity of Washington, the International Arbitration Rules) of D.C., administered by the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in accordance with its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the commercial arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be finalrules, and judgment thereon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of competent jurisdictionany arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration will proceedings shall be held conducted in San FranciscoEnglish. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(a) and such AAA rules, Californiathe provisions of this Section 14.1(a) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, USAat the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. Notwithstanding the foregoingThe administrative charges, claims for preliminary injunctive relief, other pre-judgment remediesarbitrators’ fees, and claims related expenses ***Portions of this page have been omitted pursuant to a request for Customer's failure Confidential Treatment and filed separately with the Commission. of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to pay for Services in accordance with this Agreement may be brought in a state the arbitrators, such as attorney’s fees or federal court in the United States with jurisdiction over the subject matter and partiesexpert witness fees.

Appears in 4 contracts

Samples: License Agreement (Adaptimmune Therapeutics PLC), License Agreement (Adaptimmune Therapeutics PLC), License Agreement (Adaptimmune Therapeutics PLC)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California Arizona and the County of Pima (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) calendar days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) calendar days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoPima County, CaliforniaArizona, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 2 contracts

Samples: Master Service Agreement, Master Service Agreement

Governing Law; Dispute Resolution. This Agreement is made under and will shall be governed by and construed in accordance with the laws of the State of California (except that body California, without reference to California’s conflict of law controlling conflicts principles; provided, however, that this Section 8.4 shall be governed by and interpreted in accordance with the Federal Arbitration Act of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsStates, 9 U.S.C. §§ 1 et seq. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversyAny dispute, claim, controversy or dispute difference regarding the interpretation or validity or performance of, or otherwise arising under out of or relating to to, this Agreement, including the existence, validity, interpretation, performance, termination or breach thereofAgreement (“Dispute”), shall be finally be settled and conclusively decided by binding arbitration in accordance with the Rules of Arbitration Rules (and if Customer is a non-U.S. entity, of the International Arbitration Chamber of Commerce (“ICC”) by an Arbitral Tribunal consisting of three arbitrators appointed in accordance with those Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be EnglishEnglish and Mandarin Chinese. The Arbitration venue for the hearings of the arbitration shall be Hong Kong. The parties shall bear in equal shares any fees and expenses of the Arbitral Tribunal will not and of the ICC; provided that the Arbitral Tribunal shall have the authority to award punitive damages award, as part of the Arbitral Tribunal’s decision, to either party. Each the prevailing party shall bear its own expenses, but the parties will share equally the costs and expenses of the Arbitration arbitration proceeding, including reasonable attorneys’ and experts’ fees. The Arbitral Tribunal shall render its award based on the explicit terms of this Agreement; and in instances where it is silent, on the AAAbasis of strict principles consistent with the terms of the Agreement. This Agreement will The Arbitral Tribunal shall be enforceablebound by strict rules of law in making its decision, and any arbitration may not pronounce judgment on equitable principles or the basis of ex aqueo et bxxx. The Arbitral Tribunal shall have the authority to include in its award will be finala decision binding upon the parties enjoining them to take or refrain from taking specific action with respect to the Dispute or declaring their rights, responsibilities and judgment thereon liabilities as to the Dispute. The Arbitral Tribunal shall state the reasons for its decision in writing in the award it issues. Judgment on the award rendered by the Arbitral Tribunal may be entered in by any court of competent having jurisdiction. The arbitration will be held Each of the parties hereby irrevocably submits to the personal jurisdiction of, and irrevocably waives objection to the laying of venue (including a waiver of any argument of forum non conveniens or other principles of like effect) in, the state and federal courts located in San Francisco, California, USAUSA and/or the courts of Hong Kong, for the purposes of any action commenced in aid of an arbitration hereunder, or for entry of judgment upon the Arbitral Tribunal’s award. Notwithstanding Each of the foregoingparties consents that all service of process may be made by delivery of the summons and complaint by certified or registered mail, claims return receipt requested, or by messenger, directed to it at its address for preliminary injunctive relief, other pre-judgment remediesnotices set forth in Section 8.7 hereof, and claims for Customer's failure that service so made shall be deemed to pay for Services in accordance with this Agreement may be brought in a state or federal court have been made as of the date of the receipt indicated in the United States with jurisdiction over certification, signed and returned postal receipt, or other proof of service applicable to the subject matter and partiesmethod of service employed.

Appears in 2 contracts

Samples: Rights and Standstill Agreement (China Minsheng Banking Corp., Ltd.), Rights and Standstill Agreement (Ucbh Holdings Inc)

Governing Law; Dispute Resolution. This Agreement is made under MSA and the rights and obligations of the parties created hereby will be governed by and construed in accordance with the internal laws of the State of California (except that body Texas without regard to its conflict of law controlling conflicts of law) rules and specifically excluding from application to this Agreement MSA that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this AgreementMSA. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this AgreementMSA, other than those related to ownership of Confidential Information, but including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement MSA will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoDallas, CaliforniaTexas, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement MSA may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 2 contracts

Samples: Master Services Agreement (Realpage Inc), Master Services Agreement (Realpage Inc)

Governing Law; Dispute Resolution. This Agreement is made under shall be construed and will be governed by and construed interpreted in accordance with the laws of the State of California California. None of the parties shall institute an arbitration or court proceeding to resolve a dispute between the parties except as expressly herein provided. If there is a dispute either party may demand direct negotiation. If such dispute is not resolved within fifteen (except that body 15) Business Days after a demand for direct negotiation, the parties shall attempt to resolve the dispute through mediation conducted in San Luis Obispo, California. If the parties do not promptly agree on a mediator, then any of law controlling conflicts the parties may notify the American Arbitration Association, to initiate selection of law) and specifically excluding a mediator from application to this Agreement that law known as the United Nations Convention on the International Sale of Goodscommercial dispute resolution panel. The fees and expenses of the mediator shall be paid equally by the parties. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties will endeavor to settle amicably by mutual discussions any disputesthat effect and either party may then seek relief through arbitration, differenceswhich shall be binding, or claims whatsoever related before a single arbitrator pursuant to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Commercial Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association (the "AAAAssociation"). There will The place of arbitration shall be three San Luis Obispo, California. Arbitration may be commenced at any time after receipt of written mediator's statement, by any party seeking arbitration by written notice to the other party by first class mail, postage prepaid. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within fifteen (315) arbitrators (Business Days after the "Arbitration Tribunal")date of the notice referred to above, the first selection shall be made pursuant to the rules from the panels of which will be appointed arbitrators maintained by such Association. The arbitrator shall render his decision within one hundred eight (180) days of appointment. Any award rendered by the claimant in its notice arbitrator shall be final, conclusive and binding upon the parties hereto and there shall be no right of appeal therefrom. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The unsuccessful party shall pay all costs and expenses of arbitration, the second of which will be appointed by the respondent within thirty (30) days including attorneys' fees and expenses of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafterarbitrator. The language of the arbitration arbitrator shall not be English. The Arbitration Tribunal will not have the authority permitted to award punitive or similar type damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and under any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and partiescircumstances.

Appears in 1 contract

Samples: Representation Agreement (Americom Usa Inc)

Governing Law; Dispute Resolution. This Agreement is made under MSA and the rights and obligations of the parties created hereby will be governed by and construed in accordance with the internal laws of the State of California (except that body New York without regard to its conflict of law controlling conflicts of law) rules and specifically excluding from application to this Agreement MSA that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this AgreementMSA. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this AgreementMSA, including the existence, validity, interpretation, VERICENTER CONFIDENTIAL AND PROPRIETARY No. 0002204-QUO EXECUTION FINAL performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three one (31) arbitrators arbitrator (the "Arbitration Tribunal"), the first of which who will be appointed by the claimant AAA in accordance with its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafterrules. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement MSA will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoNew York, CaliforniaNew York, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, relief and other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement remedies may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Quovadx Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"AAN'). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Popstar Communications Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will These Terms of Service shall be governed by and construed in accordance with the laws of the State Commonwealth of California (except that body Massachusetts, without regard to the conflict of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions Goods or any disputes, differencesadopted version of the Uniform Computer Information Transactions Act apply to, or claims whatsoever related to this Agreementgovern, these Terms of Service. Failing such amicable settlement, any controversyAny dispute, claim, or dispute controversy arising under out of or relating to this Agreementthese Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the existence, validity, interpretation, performance, termination determination of the scope or breach thereofapplicability of this agreement to arbitrate, shall finally be settled determined solely and exclusively by binding arbitration in accordance with Boston, Massachusetts before a single arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules (and if Customer is a non-U.S. entityProcedures, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed unless otherwise agreed to in writing by the claimant in its notice of parties. Either party may initiate arbitration by filing and serving a written demand for arbitration, which must be served on the second of which will be appointed other party by overnight mail with delivery confirmation. The parties covenant and agree that the respondent arbitration hearing shall commence within thirty (30) 180 days of the appointment date on which a written demand for arbitration is filed by any party hereto (the “Filing Date”). The Arbitrator’s decision and award (the “Award”) shall be made and delivered within 240 days of the first arbitrator Filing Date, and shall set forth a reasoned basis for the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafterAward. The language Arbitrator shall not have the power to award damages in excess of traditional (i.e., benefit of the bargain) compensatory damages in contract and may not award special, liquidated, multiple, punitive, or other damages, and each party hereby irrevocably waives any claim to such damages. In connection with the arbitration proceeding, the Arbitrator shall have the power to allow each party to (i) propound up to five (5) requests for the production of documents, including subparts, and (ii) conduct five (5) depositions of witnesses. Interrogatories may not be propounded by any party, and all discovery must be completed within 60 days after the selection of the arbitration, and no later than 120 days after the Filing Date. The Arbitrator shall also have the power to issue a subpoena for documents or information to any third-party witness within his or her jurisdiction. The parties agree that the entirety of the arbitration proceedings, including all documents and information produced by any party or non-party, all deposition testimony, and all pleadings, motions, or correspondence exchanged in connection with the arbitration proceeding, shall be Englishkept confidential. Any arbitral award determination shall be final and binding upon the parties. Arbitration shall proceed only on an individual basis. The Arbitration Tribunal will not have parties waive the authority right to award punitive damages to either partyassert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall bear only submit his, her or its own expensesindividual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the JAMS Rules of Arbitration, but no arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the parties will share equally parties. Each party hereby irrevocably agrees and submits to exclusive jurisdiction and venue in the expenses federal district courts in Boston, Massachusetts for entry of judgment on the Arbitration Tribunal Award; except, however, if the federal district courts in Boston, Massachusetts decline to exercise jurisdiction, each party agrees and submits to exclusive jurisdiction and venue in the AAAstate courts in Boston, Massachusetts for the entry of judgment on the Award. This Agreement will be enforceableIf each of these courts decline to exercise jurisdiction, each party agrees and submits to jurisdiction and venue in any arbitration award will be finalfederal or state court located in the Commonwealth of Massachusetts for entry of judgment on the Award; and if each of those courts decline to exercise jurisdiction, and judgment thereon on the Award may be entered in any court of competent having jurisdiction. The This clause shall not preclude parties from seeking provisional remedies in aid of arbitration will be held from a court of appropriate jurisdiction. Further, this clause shall not preclude Markforged from seeking immediate and/or equitable relief (including but not limited to a temporary restraining order, preliminary injunction, and/or permanent injunction) from a court of appropriate jurisdiction, regardless of whether the dispute has been submitted to arbitration. You must bring any claim related to these Terms of Service or the Enterprise Cloud Service within one year of the date You could first bring the claim, unless Your local law requires a longer time to file claims. If a claim is not filed by You in San Francisco, California, USA. Notwithstanding accordance with the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and partiesclaim is permanently waived by You.

Appears in 1 contract

Samples: Terms of Service

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be be, final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Victory Entertainment Corp)

Governing Law; Dispute Resolution. This Agreement is made under and will shall be governed by and construed and enforced in accordance with the laws of the State of California (except that body of law controlling Arizona and the United States, without regard to its conflicts of law) laws rules. No U.S. Government Procurement Regulations are included in this Agreement, nor are binding on either party unless specifically agreed in writing. The United Nations Convention on Contracts for the International Sale of Goods and specifically excluding from application to this Agreement that law known as the United Nations Convention on the Limitation Period in the International Sale of Goods. The parties will endeavor , as amended from time to settle amicably by mutual discussions any disputestime, differences, or claims whatsoever related are excluded from application to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or Any and all disputes relating to this Agreement, including or the existence, validity, interpretation, performance, termination or breach thereof, shall be exclusively referred to and finally be settled resolved by one arbitrator in an arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, administered by the International Arbitration Chamber of Commerce (“ICC”) under the ICC arbitration rules in force when the notice of arbitration is submitted (“ICC Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language location of the arbitration shall be EnglishPhoenix, Arizona, USA, and the arbitration shall be conducted in the English language. The Arbitration Tribunal will not have award of the authority to award punitive damages to either party. Each party arbitrator shall bear its own expensesbe made in writing, but shall be final and binding on the parties will share equally and their successors, shall be the expenses of sole and exclusive remedy between the Arbitration Tribunal Parties regarding any and the AAA. This Agreement will be enforceableall claims and counterclaims, and any arbitration award will shall not be finalsubject to appeal, and judgment thereon may be entered as a final judgment in any court of competent jurisdiction, including without limitation pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York 1958). In any action filed or commenced pursuant to this provision, the parties further waive all objections to personal jurisdiction or venue. The award shall be payable in U.S. dollars, free of any tax and other deduction, and within the timeframe ordered by the arbitrator. By agreeing to arbitrate, both parties waive all right to bring a court action and have a jury trial. The parties agree that service of process may be made by a law firm in the Territory or the United States, as applicable, or by internationally-recognized express delivery services (e.g., FedEx or DHL). The prevailing party in any arbitration or other legal action between the parties relating to this Agreement will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remediesentitled to an award of its reasonable attorneys’ fees and arbitration and court costs, and claims the arbitrator or court shall specifically identify the “prevailing party” for Customer's failure this purpose in the arbitration or other award. The parties shall keep confidential the existence and details of any proceedings under this Section, including the parties’ submissions and evidence, and any awards (their content, reasons and result), except to pay for Services the extent that such documents or information are in the public domain or their disclosure is required by a statutory duty or is reasonably necessary to protect or pursue a legal right or remedy relating to any award or this Agreement. Prior to the appointment of the arbitrator pursuant to this Section, the parties may request provisional and urgent measures to any court having jurisdiction over the parties, or to the ICC Emergency Arbitrator in accordance with the ICC Rules, including requesting an emergency, telephonic hearing. After appointment of the arbitrator, the arbitrator shall have authority to uphold, overturn or modify measures previously granted by the relevant court or by the Emergency Arbitrator. The request of such judicial measures shall not be construed as a waiver of this Agreement may be brought in a state arbitration agreement or federal court in of the United States with jurisdiction over arbitration as the subject matter and sole dispute settlement mechanism between the parties.

Appears in 1 contract

Samples: Agreement

Governing Law; Dispute Resolution. This The validity, construction and enforceability of this Standby Purchase Agreement is made under and will all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsCalifornia. The parties will endeavor shall attempt to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute resolve all disputes between the parties arising under out of or relating to this AgreementStandby Purchase Agreement and all related agreements, including collectively or separately (other than disputes with respect to the existenceselection of the Accountant, validitywhich shall be governed by Section 4(b)) amicably through good faith discussions upon the written request of any party. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), interpretation, performance, termination or breach thereof, such dispute shall be finally be settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules (and if Customer is a non-U.S. entityProcedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the International Arbitration Rules) appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association arbitrators within fifteen ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (3015) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereaftersoftware industry. The language arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be Englishentitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. The Arbitration Tribunal will not have Judgment upon the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any court award and an order of competent jurisdiction. The arbitration will be held in San Franciscoenforcement, California, USAas the case may be. Notwithstanding the foregoing, claims each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive reliefrelief pending a final decision by the arbitrator(s), other pre-judgment remediesprovided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court venue in the United States with jurisdiction over federal Courts located in the subject matter Northern District of California. For the avoidance of doubt, the validity, construction, and partiesenforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of or relating to this Agreement are, or are asserted to, in any way relate to or be based on similar facts as disputes arising out of or relating to the Amended Master Alliance Agreement.

Appears in 1 contract

Samples: Standby Purchase Agreement (Ariba Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services Service(s) in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Homegrocer Com Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Zland Com Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, . the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San FranciscoDallas, CaliforniaTexas, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Medstrong International Corp)

Governing Law; Dispute Resolution. This Agreement is made under and will be he governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There These will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant claiment in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive positive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's ’s failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Netsuite Inc)

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Governing Law; Dispute Resolution. This The validity, construction and enforceability of this Standby Purchase Agreement is made under and will all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsCalifornia. The parties will endeavor shall attempt to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute resolve all disputes between the parties arising under out of or relating to this AgreementStandby Purchase Agreement and all related agreements, including collectively or separately (other than disputes with respect to the existenceselection of the Accountant, validitywhich shall be governed by Section 4(b)) amicably through good faith discussions upon the written request of any party. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), interpretation, performance, termination or breach thereof, such dispute shall be finally be settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules (and if Customer is a non-U.S. entityProcedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the International Arbitration Rules) appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association arbitrators within fifteen ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (3015) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereaftersoftware industry. The language arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be Englishentitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The Arbitration Tribunal will not have Judgment upon the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any court award and an order of competent jurisdiction. The arbitration will be held in San Franciscoenforcement, California, USAas the case may be. Notwithstanding the foregoing, claims each Party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive reliefrelief pending a final decision by the arbitrator(s), other pre-judgment remediesprovided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court venue in the United States with jurisdiction over federal Courts located in the subject matter Northern District of California. For the avoidance of doubt, the validity, construction, and partiesenforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of or relating to this Agreement are, or are asserted to, in any way relate to or be based on similar facts as disputes arising out of or relating to the Amended Master Alliance Agreement.

Appears in 1 contract

Samples: Standby Purchase Agreement (Ariba Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USAUSA or Boston Massachusetts. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Boston Communications Group Inc)

Governing Law; Dispute Resolution. (a) This Agreement is made under and will LICENSE shall be governed by and construed in accordance with the laws of the State *** in each case without reference to any rules of California (conflict of laws, except that body matters pertaining to intellectual property rights and patents shall be governed by the laws of law controlling conflicts the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differencesLICENSE, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by binding arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entitycity of Washington, the International Arbitration Rules) of D.C., administered by the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in accordance with its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the commercial arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be finalrules, and judgment thereon on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of competent jurisdictionany arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration will proceedings shall be held conducted in San FranciscoEnglish. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(a) and such AAA rules, Californiathe provisions of this Section 14.1(a) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, USAat the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. Notwithstanding the foregoingThe administrative charges, claims for preliminary injunctive relief, other pre-judgment remediesarbitrators’ fees, and claims related expenses ***Portions of this page have been omitted pursuant to a request for Customer's failure Confidential Treatment and filed separately with the Commission. 33 of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to pay for Services in accordance with this Agreement may be brought in a state the arbitrators, such as attorney’s fees or federal court in the United States with jurisdiction over the subject matter and partiesexpert witness fees.

Appears in 1 contract

Samples: License Agreement

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that the body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) , of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Webhelp Com Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-party appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, final and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Athenahealth Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will These Terms of Service shall be governed by and construed in accordance with the laws of the State Commonwealth of California (except that body Massachusetts, without regard to the conflict of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions Goods or any disputes, differencesadopted version of the Uniform Computer Information Transactions Act apply to, or claims whatsoever related to this Agreementgovern, these Terms of Service. Failing such amicable settlement, any controversyAny dispute, claim, or dispute controversy arising under out of or relating to this Agreementthese Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the existence, validity, interpretation, performance, termination determination of the scope or breach thereofapplicability of this agreement to arbitrate, shall finally be settled determined solely and exclusively by binding arbitration in accordance with Boston, Massachusetts before a single arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules (and if Customer is a non-U.S. entityProcedures, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed unless otherwise agreed to in writing by the claimant in its notice of parties. Either party may initiate arbitration by filing and serving a written demand for arbitration, which must be served on the second of which will be appointed other party by overnight mail with delivery confirmation. The parties agree that the respondent arbitration hearing shall commence within thirty (30) 180 days of the appointment date on which a written demand for arbitration is filed by any party hereto (the “Filing Date”). The Arbitrator’s decision and award (the “Award”) shall be made and delivered within 240 days of the first arbitrator Filing Date, and shall set forth a reasoned basis for the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafterAward. The language Arbitrator shall not have the power to award damages in excess of traditional (i.e., benefit of the bargain) compensatory damages in contract and may not award special, liquidated, multiple, punitive, or other damages, and each party hereby irrevocably waives any claim to such damages. In connection with the arbitration proceeding, the Arbitrator shall have the power to allow each party to (i) propound up to five (5) requests for the production of documents, including subparts, and (ii) conduct five (5) depositions of witnesses. Interrogatories may not be propounded by any party, and all discovery must be completed within 60 days after the selection of the arbitration, and no later than 120 days after the Filing Date. The Arbitrator shall also have the power to issue a subpoena for documents or information to any third-party witness within his or her jurisdiction. The parties agree that the entirety of the arbitration proceedings, including all documents and information produced by any party or non-party, all deposition testimony, and all pleadings, motions, or correspondence exchanged in connection with the arbitration proceeding, shall be Englishkept confidential. Any arbitral award determination shall be final and binding upon the parties. Arbitration shall proceed only on an individual basis. The Arbitration Tribunal will not have parties waive the authority right to award punitive damages to either partyassert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall bear only submit his, her or its own expensesindividual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the JAMS Rules of Arbitration, but no arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the parties will share equally parties. Each party hereby irrevocably agrees and submits to exclusive jurisdiction and venue in the expenses federal district courts in Boston, Massachusetts for entry of judgment on the Arbitration Tribunal Award; except, however, if the federal district courts in Boston, Massachusetts decline to exercise jurisdiction, each party agrees and submits to exclusive jurisdiction and venue in the AAAstate courts in Boston, Massachusetts for the entry of judgment on the Award. This Agreement will be enforceableIf each of these courts decline to exercise jurisdiction, each party agrees and submits to jurisdiction and venue in any arbitration award will be finalfederal or state court located in the Commonwealth of Massachusetts for entry of judgment on the Award; and if each of those courts decline to exercise jurisdiction, and judgment thereon on the Award may be entered in any court of competent having jurisdiction. The This clause shall not preclude parties from seeking provisional remedies in aid of arbitration will be held from a court of appropriate jurisdiction. Further, this clause shall not preclude Markforged from seeking immediate and/or equitable relief (including but not limited to a temporary restraining order, preliminary injunction, and/or permanent injunction) from a court of appropriate jurisdiction, regardless of whether the dispute has been submitted to arbitration. You must bring any claim related to these Terms of Service or the Markforged Technology within one year of the date You could first bring the claim, unless Your local law requires a longer time to file claims. If a claim is not filed by You in San Francisco, California, USA. Notwithstanding accordance with the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and partiesclaim is permanently waived by You.

Appears in 1 contract

Samples: These Terms of Service

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAAAAA "). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USAUSA if Customer is the party initiating the arbitration, and in Boston, Massachusetts, USA if C&W is the party initiating the arbitration. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (Switchboard Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of GoodsTHE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES; PROVIDED, HOWEVER, THAT THE BANKRUPTCY COURT SHALL RETAIN EXCLUSIVE JURISDICTION AS TO ALL MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY UNTIL THE CLOSING OR SUCH TIME THEREAFTER AS REQUIRED BY THE CODE. The parties will endeavor each agree to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related attempt in good faith to this Agreement. Failing such amicable settlement, resolve any controversy, claim, claim or dispute arising under arisin out of or relating to this the Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules thereof (and if Customer is hereinafter collectively referred to as a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAADispute"). There will be three (3) arbitrators (In the "Arbitration Tribunal")event such negotiations fail, the Dispute shall first of which will be appointed by submitted for initial fact-finding mediation to a neutral third party reasonably acceptable to both the claimant Sellers, on the one hand, and the Purchaser, on the other, in its notice of arbitration, Colorado or at such other place as the second of which will parties mutually agree. Such mediator shall be appointed by the respondent selected within thirty (30) days of written notice by either party to the appointment other demanding such fact-finding mediation. In the event that the Sellers and the Purchaser cannot resolve the Dispute within sixty (60) days of the first arbitrator initial demand for such fact-finding mediation, the Sellers and the Purchaser each reserve the right to demand, within 30 days thereafter, that the Dispute be submitted to arbitration. Either party may initiate an arbitration proceeding by a request in writing submitted to the other party. Thereupon, the Dispute shall be settled by arbitration in accordance wit the American Arbitration Association which shall appoint three (3) arbitrators, one of which shall be selected by the Sellers, one by the Purchaser, and the third of which will be jointly appointed by the party-appointed arbitrators within thirty selected by the parties (30) days thereafterthe "Arbitrators"). The language of the arbitration shall be Englishgoverned by the Commercial Arbitration Rules of the American Arbitration Association. The Arbitration Tribunal will not have award rendered by the authority to Arbitrators shall be final and enforcement upon the award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in by any court of competent jurisdictionhaving jurisdiction thereof. The arbitration will shall be held conducted in San FranciscoDenver, California, USAColorado or at such other place as the parties mutually agree. Notwithstanding The Arbitrators shall award reasonable attorney's fees to the prevailing party. Subject to the foregoing, claims for preliminary the costs of such fact-finding mediation and/or arbitration shall be borne equally by the Sellers and the Purchaser. Notwithstanding anything in this Section 14.9 to the contrary, either party may seek injunctive reliefrelief to enforce any non-competition or confidentiality obligations of the other party. NOTWITHSTANDING THE FOREGOING, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and partiesTHE DISPUTE RESOLUTIONS SET FORTH HEREIN ARE EXPRESSLY SUBJECT TO THE PROVISIONS OF THE CODE.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interwest Home Medical Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, California USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.for

Appears in 1 contract

Samples: Master Services Agreement (Freerealtime Com Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws Any controversy or claim --------------------------------- arising out of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this the Escrow Agreement, including or the existenceparties' decision to enter into this Escrow Agreement, validity, interpretation, performance, termination or the breach thereofhereof, shall finally be settled by arbitration in accordance with the International Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the forgoing to the contrary or in the arbitration rules invoked or in this Section 9(c), the parties retain the right to request a judicial ------------ authority to invoke interim measures of competent jurisdictionprotection, and such request shall not be deemed incompatible with this agreement to arbitrate or a waiver of the right to arbitrate. The arbitration will shall be held in either (i) San FranciscoDiego or (ii) the city in which the Company's principal place of business is located, at the discretion of the party against whom the arbitration is sought, and the arbitrator shall apply the substantive law of the State of California, USAexcept that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Notwithstanding There shall be one (1) arbitrator to be mutually agreed upon by the foregoingparties and to be selected from the Regional Panel of Distinguished Neutrals. If the parties are unable to agree upon such an arbitrator who is willing to serve within ten (10) days of receipt of a demand to arbitrate by the other party, claims then the AAA shall appoint an arbitrator willing to serve from the stated panel, or if no such panel exists, the parties shall within three (3) days select one of the five (5) largest international accounting firms (excluding those providing services for the parties) and engage the managing partner or senior officer of its office located in the county in which the Company's principal place of business is located to designate a partner of such firm to serve as the arbitrator. Failing that, then the AAA shall appoint an arbitrator willing to serve from the Regional Panel of Distinguished Neutrals, or if no such panel exists, then from an appropriate AAA panel. It shall be the duty of the arbitrator to set dates for preparation and hearing of any dispute and to expedite the resolution of such dispute. Recognizing that the release of Escrow Materials is time critical, the parties do hereby direct any arbitrator hereunder to reach a decision regarding the release of Escrow Materials (which may be a temporary or preliminary injunctive reliefdecision subject to such conditions as the arbitrator may, other pre-judgment remediesin its sole discretion, order) within 30 days following his or her engagement or appointment. It shall be the duty of the arbitrator to set dates for preparation and claims for Customer's failure hearing of any dispute and to pay for Services expedite the resolution of such dispute. The arbitrator shall permit and facilitate discovery, which will be conducted in accordance with this Agreement the Federal Rules of Civil Procedure, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitrator will set a discovery schedule with which the parties will comply and attend depositions if requested by either party. The arbitrator will entertain such presentation of sworn testimony or evidence, written briefs and/or oral argument as the parties may wish to present; however, no testimony or exhibits will be admissible unless the adverse party was afforded an opportunity to examine such witness and to inspect and copy such exhibits during the pre-hearing discovery phase. The arbitrator shall among his other powers and authorities, have the power and authority to award interim or preliminary relief. The arbitrator shall not be empowered to award either party exemplary or punitive damages or any enhanced damages for willful infringement and the parties shall be deemed to have waived any right to such damages. A qualified court reporter will record and transcribe the proceedings. The decision of the arbitrator will be in writing and judgment upon the award by the arbitrator may be brought entered into any court having jurisdiction thereof. Prompt handling and disposal of the issue is important. Accordingly, the arbitrator is instructed to assume adequate managerial initiative and control over discovery and other aspects of the proceeding to schedule discovery and other activities for substantially continuous work, thereby expediting the arbitration as much as is deemed reasonable to him, but in all events to effect a state final award within 365 days of the arbitrator's selection or federal court in appointment and within 20 days of the United States with jurisdiction over close of evidence. The proceedings shall be confidential and the subject matter arbitrator shall issue appropriate protective orders to safeguard both parties' confidential information and the Escrow Materials. The fees of the arbitrator and the AAA shall be paid as designated by the arbitrator or, if he shall not so designate, they shall be split equally between the parties.

Appears in 1 contract

Samples: Escrow Agreement (Protein Polymer Technologies Inc)

Governing Law; Dispute Resolution. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association ("AAA"). There will be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award punitive damages to either party. Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to pay for Services in accordance with this Agreement may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

Appears in 1 contract

Samples: Master Services Agreement (C Me Run Corp)

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