Common use of Alternative Dispute Resolution Clause in Contracts

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedures specified in this Article i, which shall be the sole and exclusive procedures for the resolution of any such disputes The parties Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between senior executives of the Parties who have authority to settle the controversy. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) Days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and the response shall include (a) a statement of each Party's position and a summary of arguments supporting that position, and (b) the name and title of the senior executive who will represent that Party and of any other person who will accompany such executive. Within thirty (30) Days after delivery of the disputing Party's notice, the designated senior executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to settle any claim resolve the dispute. All reasonable requests for non-payment information made by one Party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of charges applicable rules of evidence. If the dispute has not been resolved by negotiation of the designated senior executives of the Parties within sixty (60) Days of the receiving Party's receipt of the disputing Party's notice, or recovery if the Parties failed to meet within thirty (30) Days of overpayment the receiving Party's receipt of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timedisputing Party's notice, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration Parties shall endeavor to settle the dispute by mediation under the United States Arbitration Act pursuant to the terms of this Section and the Nonthen-Administered Arbitration Rules of the current CPR Institute for Dispute Resolution ("CPR"), to mediation procedure in effect on the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms date of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredUnless otherwise agreed, the arbitrator shall permit each Parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in seek from any court having competent jurisdictionjurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect its rights or property or maintain the status quo before, during or after the pendency of the mediation proceeding. All participants The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either Party may initiate litigation upon thirty (30) Days' written notice to the other Party; provided, however, that if one Party has requested the other to participate in any of the above non-binding procedures and the arbitrator shall hold other has failed to participate, the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation requesting Party may initiate litigation before expiration of the arbitratorabove period. The arbitrator's award prevailing Party in the resolution of any dispute hereunder shall be entitled to have its costs and expenses incurred in writing the prosecution of such dispute (including, without limitation, reasonable attorneys' fees and shall state expenses) reimbursed by the reasons for other Party promptly after the award.resolution thereof

Alternative Dispute Resolution. The parties will attempt Any dispute arising out of or relating to settle any claim for non-payment of charges or recovery of overpayment of charges this Agreement shall be resolved in accordance with the procedures specified in this Article K, which shall be the sole and exclusive procedures for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsresolution of any such disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may agree to submit a Billing Dispute to non-binding mediationgive the other party written notice of any dispute not resolved in the normal course of business. At any timeWithin fifteen (15) Days after delivery of the notice, the receiving party seeking payment may shall submit to the other a written response. The notice and the response shall include (a) a statement of arbitration each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party's notice, the executives of both parties shall meet at a Billing Dispute mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for arbitration information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the then current CPR Institute for Dispute Resolution ("CPR"), to mediation procedure in effect on the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms date of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredUnless otherwise agreed, the arbitrator shall permit each parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in seek from any court having competent jurisdictionjurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. All participants The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the above non-binding procedures and the arbitrator shall hold other has failed to participate, the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each requesting party shall bear its own expenses and equally share expenses related to the compensation may initiate litigation before expiration of the arbitratorabove period. The arbitrator's award shall be in writing and shall state the reasons for the award.GAS GATHERING AGREEMENT (EXPANSION SYSTEM) PAGE 15

Alternative Dispute Resolution. The parties will attempt agree that it is in their best interests to settle resolve all disputes or controversies (except for violations of Section IV) arising out of this Agreement in a cost effective and timely manner. Therefore, any controversy of claim for non-payment arising out of charges this Agreement or recovery of overpayment of charges for the Services breach thereof, or the interpretation thereof (hereinafter a "Billing Dispute"except, in each case, with respect to Section IV), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-shall be settled by binding mediation. At any time, arbitration in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), American Arbitration Association applicable to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration employer disputes; and judgment upon the award rendered in such arbitration shall be final and may be entered in any court having competent jurisdictionjurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claims, dispute or other matter in question would be barred by the applicable statute of limitation. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any Party desiring to initiate arbitration procedures hereunder shall serve written notice on the other Party. The parties agree that an arbitrator shall be selected pursuant to these provisions within thirty (30) days of the service of the notice of arbitration. In the event of any arbitration pursuant to these provisions, the parties shall retain the rights of all discovery provided pursuant to the California Code of Civil Procedure and the Rules promulgated thereunder, except that all time periods contained in said Code of Civil Procedure and its related Rules shall be shortened by fifty percent (50%) for purposes of arbitration proceedings hereunder. Any arbitration initiated pursuant to these provisions shall be on an expedited basis and the dispute shall be heard within one hundred twenty (120) days following the serving of the notice of arbitration and a written decision shall be rendered within sixty (60) days thereafter. These procedures supplement the American Arbitration Association's procedures and, if there is a conflict, these provisions shall control. All participants rights, causes of action, remedies and defenses available under California law and equity are available to the arbitrator parties hereto and shall hold the existence, content and results be applicable as though in a court of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardlaw. Each party shall bear be responsible for its own expenses costs and equally share expenses related to the compensation fees of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardany such arbitration.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Federal Arbitration Act, 9 U.S.C. Section and 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a Party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction if jurisdiction. In any arbitration, the arbitrator has not yet been appointednumber of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, but each of the arbitrator three Parties shall have the authority right to modify any injunctive relief granted by such appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have the right to appoint one arbitrator, who will together appoint a courtthird neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitration arbitrators will be entitled to award shall monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be made final within eight months awarded. Except as otherwise expressly provided in this Section 7.9, each Party will bear the expenses of filing its own counsel and will jointly bear the expenses of the notice arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and judgment upon expenses, incurred by the award may be entered prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement Party's compliance with this Section 7.9, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying Party to the awardrequesting Party.

Alternative Dispute Resolution. The Company and Employee mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties will attempt arising from or related to settle any Employee's employment with the Company, shall be submitted to mediation before a mutually agreeable mediator. In the event mediation is unsuccessful in resolving the claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")controversy, through good faith negotiations. The parties may such claim or controversy shall be resolved by arbitration Company and Employee agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of that arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will shall be held in New YorkJersey, New Yorkbefore a mutually agreed upon single arbitrator licensed to practice law, or any other location selected by mutual agreement in accordance with the rules of the partiesAmerican Arbitration Association. The arbitrator shall not have the power authority to award or grant legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the parties. If the parties are unable to agree on an arbitrator, the matter shall be submitted to the American Arbitration Association solely for appointment of an arbitrator. The claims covered by this Agreement ("Arbitrable Claims") include, but are not limited to, claims for wages or other compensation due; claims for breach of any damages contract (including this Agreement) or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, medical condition, or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in excess an arbitration procedure different from this one); and claims for violation of any federal, state, or other law, statute, regulation, or ordinance, except claims excluded in the limits set forth following paragraph. The parties hereby waive any rights they may have to trial by jury in regard to Arbitrable Claims. Claims Employee may have for Workers' Compensation State disability or excluded under the limitations of liability provided in unemployment compensation benefits are not covered by this Agreement. The arbitrator may Also not limitcovered is either party's right to obtain provisional remedies, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive interim relief may be submitted to from a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtjurisdiction. The arbitration award Arbitration under this Agreement shall be made final within eight months the exclusive remedy for all Arbitrable Claims. This agreement to mediate and arbitrate survives termination of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitratorEmployee's award shall be in writing and shall state the reasons for the awardemployment.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and Federal Arbitration Act, 9 U.S.C. ss. 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction jurisdiction. In any arbitration, the number of arbitrators will be three, the Qwest Parties, on the one hand, and the Buyer Parties, on the other hand, each having the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded (including Publisher Liquidated Damages and Service Area Default Liquidated Damages, but otherwise excluding consequential, punitive or other special damages). Except as otherwise expressly provided in this Section 5.2, each party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator arbitrators determine that either (i) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party, or (ii) the prevailing party has had to resort to arbitration with respect to a substantially similar claim (whether or not yet been appointed, but with respect to the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered same Service Area) more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement party's compliance with this Section 5.2, such proceedings will be brought only in the federal or state courts located in the State and County of New York, which will have exclusive jurisdiction to enforce an arbitration award. Each resolve any disputes with respect to this Agreement, with each party shall bear its own expenses and equally share expenses related irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying party to the awardrequesting party.

Alternative Dispute Resolution. In the event of a dispute between you and us arising out of or relating to this Agreement, or the breach thereof, you and we shall submit the dispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the dispute is not resolved through mediation within 30 days following written notice by one party that it desires to enter into mediation, then such dispute shall be resolved exclusively and finally by binding arbitration by three arbitrators who will be appointed and will act as follows: The party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the other of such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of such notice, the other party shall appoint another arbitrator and shall notify the requesting party of such appointment together with the second arbitrators acceptance. The third arbitrator, who shall act as chairman of the arbitration panel, shall be appointed by the other two arbitrators within the following 30 days. In the event either party fails to appoint an arbitrator or in the event no agreement is reached between the two arbitrators as to the appointment of the chairman of the arbitration panel in accordance with the foregoing provisions, such arbitrator or arbitrators shall be appointed, upon application by the interested party, by the American Arbitration Association (AAA). The arbitrators shall apply the arbitration rules of the AAA. The award of the arbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrators will not be required to file their award with any body or authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties will attempt shall be exclusively submitted for final decision by the arbitrators in the arbitration proceedings already pending. The arbitrators shall be instructed by the parties to settle any claim include an award for non-payment reasonable attorneys' fees, arbitrators' fees, expert witnesses, travel and other costs incurred. If a dispute arises out of charges or recovery an alleged breach of overpayment of charges for the Services this Agreement (hereinafter a "Billing Dispute"other than your failure to make timely payments due to us), through good faith negotiations. The parties may then you and we agree to submit continue to perform our respective obligations under this Agreement until an agreement is reached through mediation or the arbitrators render a Billing Dispute to non-binding mediation. At any timedecision, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing whichever is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardapplicable.

Alternative Dispute Resolution. The parties will attempt Any dispute or controversy between the Company and Xxxxxx, whether arising out of or relating to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timethis Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms breach of this Agreement. The arbitrator , or otherwise, shall strictly limit discovery to be settled by arbitration administered by the production of documents directly relevant to American Arbitration Association ("AAA") in accordance with its Commercial Rules then in effect and judgment on the facts alleged in the notices of arbitration and defense. If depositions are required, award rendered by the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and Xxxxxx, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator shall hold have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content and or results of mediation and any arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to hereunder without the compensation prior written consent of the arbitratorCompany and Xxxxxx. The arbitrator's award Company and Xxxxxx acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in writing and shall state Chicago, Illinois or such other location to which the reasons for the awardparties may agree.

Alternative Dispute Resolution. The In case any dispute arises out of this Agreement, the parties will attempt endeavor to settle such dispute amicably between themselves. If necessary, the dispute shall be presented to the Chief Executive Officer of Alliance and the head of the Hoechst Xxxxxx Xxxxxxx Pharmaceutical Group of Hoechst AG for their timely consideration and resolution. If the Chief Executive Officer of Alliance and the head of the Hoechst Xxxxxx Xxxxxxx Pharmaceutical Group of Hoechst AG or their designees cannot reach a resolution of the dispute, then such dispute shall be resolved by binding arbitration in the manner described below. In the event that the parties fail to agree, any claim for non-payment such dispute shall be finally settled by arbitration administered by and according to the Rules of charges or recovery Commercial Arbitration of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsAmerican Arbitration Association. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held shall take place in New York, New York, or any other location selected . The arbitration panel shall consist of one arbitrator chosen by mutual agreement consent of the partiesparties and the decision shall be final and binding on the parties and their legal successors. Should the parties fail to agree on the appointment of an arbitrator, each party shall appoint one arbitrator and the two arbitrators shall agree upon a neutral third arbitrator to serve as the sole arbitrator. The arbitrator shall not have may, at his discretion, provide for discovery by the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (parties during a period not to exceed five per side), with equal limits on four months from the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months date of filing of the notice of arbitration and judgment the arbitrator shall render his decision within 30 days of the completion of the hearing and may, at his discretion, award costs and expenses. The arbitrated award shall be final and binding on the parties. The time period for cure recited in Section 3.2(b) shall be suspended upon initiation of arbitration until completion of such arbitration. Judgment on the award may be entered in any court having of competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt Parties agree that it is in their best interests to settle resolve all disputes or controversies (except for violations of Section IV) arising out of this Agreement in a cost effective and timely manner. Therefore, any controversy or claim for non-payment arising out of charges this Agreement or recovery of overpayment of charges for the Services breach thereof, or the interpretation thereof (hereinafter a "Billing Dispute"except, in each case, with respect to Section IV), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-shall be settled by binding mediation. At any time, arbitration in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), American Arbitration Association applicable to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration employer disputes; and judgment upon the award rendered in such arbitration shall be final and may be entered in any court having competent jurisdictionjurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other Party to this Agreement and with the American Arbitration Association. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claims, dispute or other matter in question would be barred by the applicable statute of limitation. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any Party desiring to initiate arbitration procedures hereunder shall serve written notice on the other Party. The Parties agree that an arbitrator shall be selected pursuant to these provisions within thirty (30) days of the service of the notice of arbitration. In the event of any arbitration pursuant to these provisions, the Parties shall retain the rights of all discovery provided pursuant to the Ohio Code of Civil Procedure and the Rules promulgated thereunder, except that all time periods contained in said Code of Civil Procedure and its related Rules shall be shortened by fifty percent (50%) for purposes of arbitration proceedings hereunder. Any arbitration initiated pursuant to these provisions shall be on an expedited basis and the dispute shall be heard within one hundred twenty (120) days following the serving of the notice of arbitration and a written decision shall be rendered within sixty (60) days thereafter. These procedures supplement the American Arbitration Association's procedures and, if there is a conflict, these provisions shall control. All participants rights, causes of action, remedies and the arbitrator shall hold the existence, content defenses available under Ohio law and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related equity are available to the compensation Parties hereto and shall be applicable as though in a court of the arbitratorlaw. The arbitrator's award Parties shall be in writing and shall state the reasons for the awardshare equally all costs of any such arbitration.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be Confidential AT&T PROPRIETARY Use Pursuant to AT&T Instructions GENERAL TERMS AND CONDITIONS submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt In order to settle expedite the resolution of all disputes, the Company has instituted a mandatory arbitration procedure. Arbitration is the referral of a dispute to an impartial third party selected by you, the Company and any claim for non-payment of charges or recovery of overpayment of charges for other Presenters involved in the Services (hereinafter dispute. An arbitrator acts as a "Billing Dispute")judge, through good faith negotiationslistens to the parties’ evidence, and renders a binding decision. The parties may agree to submit arbitrator’s decision is a Billing Dispute to non-binding mediationjudgment that is enforceable in a court of law. At any time, the party seeking payment may submit a notice The object of arbitration is the final disposition of differences of the parties in a Billing Dispute for faster, less expensive, and perhaps less formal manner than is available in ordinary court proceedings. ARBITRATION IS MANDATORY AND BINDING AS TO ALL DISPUTES. YOU AND XXXXXXXX AGREE THAT MANDATORY AND BINDING ARBITRATION IS THE SOLE MEANS TO RESOLVE ANY AND ALL DISPUTES. YOU WAIVE ALL RIGHTS TO JURY OR COURT TRIALS TO RESOLVE A DISPUTE. THE ARBITRATION IS FINAL AND THE DECISION CANNOT BE APPEALED. UTAH WILL BE THE EXCLUSIVE VENUE FOR ARBITRATION OF ALL DISPUTES. The arbitration under will be conducted by a professional arbitrator that has been agreed to by the United States parties. The arbitration will be conducted in accordance with the US Federal Arbitration Act pursuant to the terms of this Section and the Non-Administered Utah Uniform Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAct. The Arbitration arbitration will be held in New YorkSalt Lake City, New YorkUtah. The arbitration will be conducted in the English language, but at the request and expense of the requesting party, documents and testimonies will be translated into the requesting party’s preferred language. No dispute will be adjudicated, in arbitration or any other location selected judicial proceeding, as a class action. All fees and expenses of the arbitrator will be borne equally by mutual agreement the parties in the arbitration. The arbitration will be final and binding. It will be a full resolution of all claims and disputes between the parties in the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court within the state of Utah. All Upline Presenters and Downline organizations of the Presenter will be bound by the final arbitration award to the fullest extent allowed by law. Any award by the arbitrator will be in writing and based on the application of the strict rules of law to the facts before the arbitrator. The arbitrator is authorized to award a party any sums that are deemed proper for the time, expense, and trouble of arbitration including arbitration fees and attorney’s fees. All arbitration proceedings will be closed to the public and confidential. Except as may be required by law and the Company’s use of an arbitrator’s award as precedence for deciding future disputes, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of all the parties. The arbitrator shall not have the power to award Notwithstanding this arbitration policy, any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator party may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted apply to a court of competent jurisdiction if in the arbitrator has not yet been appointedcounty and state of Utah in the United States, but or in any other jurisdiction as necessary (i) to enforce an arbitration award or the arbitrator shall have the authority to modify any injunctive relief granted by such an arbitrator, or (ii) to seek a courttemporary restraining order, preliminary injunction, or other injunctive relief before, during the pendency of, or after a decision in any arbitration proceeding. The arbitration award shall be made final within eight months institution of filing of the notice of arbitration and judgment upon the award may be entered any action in any a court having competent jurisdiction. All participants and the arbitrator shall hold the existencefor equitable relief, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation award or order, will not constitute a waiver of the arbitratorobligation of any party to submit any dispute to arbitration. The arbitrator's award shall be in writing Your agreement to arbitrate will survive any termination or expiration of the Independent Presenter Agreement or any other agreements between you and shall state the reasons for the awardYounique.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.. AT&T/CUSTOMER CONFIDENTIAL Subject to Nondisclosure Obligations GENERAL TERMS AND CONDITIONS

Alternative Dispute Resolution. The parties will attempt recognize that from time to settle any claim for non-payment of charges time a dispute may arise relating to either Party's rights or recovery of overpayment of charges for the Services obligations under this Agreement (hereinafter a "Billing Dispute"). The Parties agree that any such dispute shall be resolved by the provisions set forth in this Exhibit, through the result of which shall be binding upon the parties. To begin the process, a Party first must send written notice to the other Party in accordance with the terms of the Agreement describing the dispute and requesting attempted resolution by good faith negotiationsnegotiations between their respective president or principal executive officer (or their designees) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. Subject to the foregoing, a Party may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of seek arbitration of a Billing an unresolved Dispute for arbitration under in Denver, Co, in accordance with the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution American Arbitration Association ("CPRAAA"), to the extent such rules do not conflict) governing commercial transactions. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement arbitration tribunal shall consist of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) daysarbitrators. Requests The Party initiating arbitration shall nominate one arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the request for temporary injunctive relief may arbitration and the other Party shall nominate a second arbitrator (who shall be submitted knowledgeable in the industry but not be affiliated with such Party) in the answer thereto. The two arbitrators so named will then jointly appoint the third arbitrator (who shall be knowledgeable in the industry but shall not be affiliated with either Party) as chairman of the arbitration tribunal. If either Party fails to a court of competent jurisdiction nominate its arbitrator, or if the arbitrators named by the parties fail to agree on the person to be named as chairman within sixty (60) days, the office of the AAA in Denver, CO shall make the necessary appointments of an arbitrator has not yet been appointed, but or the arbitrator shall have chairman of the authority to modify any injunctive relief granted by such a courtarbitration tribunal. The award of the arbitration award tribunal shall be made final within eight months of filing of the notice of arbitration and judgment upon the such an award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such an award and an order of enforcement. All participants and Notwithstanding anything herein to the arbitrator contrary, nothing in this Exhibit shall hold preclude any Party from seeking interim or provisional relief, in the existenceform of a temporary restraining order, content and results of mediation and arbitration in confidencepreliminary injunction or other interim equitable relief concerning the Dispute, except as either prior to or during the Mediation if necessary to enforce a final settlement agreement protect the interests of such Party, or to enforce obtain specific performance of obligations under this Agreement. Further, this Section shall be specifically enforceable. Bringing or defending an arbitration award. Each party action for such relief shall bear its own expenses and equally share expenses related to the compensation not constitute waiver of the arbitratorright or avoid the obligation to mediate or arbitrate contained in this Agreement. Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked "[***]" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. FIRST AMENDMENT TO CLINICAL CHEMISTRY ANALYZER AGREEMENT This First Amendment to Clinical Chemistry Analyzer Agreement (the "Amendment"), entered into as of April 1st, 2014 (the "Amendment Effective Date") modifies that certain Clinical Chemistry Analyzer Agreement between FUJIFILM Corporation and Heska Corporation, dated January 30, 2007 (''Original Agreement"). The arbitrator's award Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the "Agreement". Capitalized terms not otherwise defined have the meanings ascribed to them in writing the Original Agreement. In the event of any conflict between the terms and conditions of the Original Agreement and this Amendment, the terms and conditions of this Amendment shall control. The headings in this Amendment are included for purposes of convenience only and shall state not affect the reasons for the awardconstruction or interpretation of its provisions.

Alternative Dispute Resolution. The parties will attempt In order to settle expedite the resolution of all Disputes, the Company has instituted a mandatory arbitration procedure. Arbitration is the referral of a Dispute to an impartial third party selected by you, the Company and any claim for non-payment of charges or recovery of overpayment of charges for other Presenters involved in the Services (hereinafter Dispute. An arbitrator acts as a "Billing Dispute")judge, through good faith negotiationslistens to the parties’ evidence, and renders a binding decision. The parties may agree to submit arbitrator’s decision is a Billing Dispute to non-binding mediationjudgment that is enforceable in a court of law. At any time, the party seeking payment may submit a notice The object of arbitration is the final disposition of differences of the parties in a Billing Dispute for faster, less expensive, and perhaps less formal manner than is available in ordinary court proceedings. ARBITRATION IS MANDATORY AND BINDING AS TO ALL DISPUTES. YOU AND XXXXXXXX AGREE THAT MANDATORY AND BINDING ARBITRATION IS THE SOLE MEANS TO RESOLVE ANY AND ALL DISPUTES. YOU WAIVE ALL RIGHTS TO JURY OR COURT TRIALS TO RESOLVE A DISPUTE. THE ARBITRATION IS FINAL AND THE DECISION CANNOT BE APPEALED. UTAH WILL BE THE EXCLUSIVE VENUE FOR ARBITRATION OF ALL DISPUTES. The arbitration under will be conducted by a professional arbitrator that has been agreed to by the United States parties. The arbitration will be conducted in accordance with the US Federal Arbitration Act pursuant to the terms of this Section and the Non-Administered Utah Uniform Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAct. The Arbitration arbitration will be held in New YorkSalt Lake City, New YorkUtah. The arbitration will be conducted in the English language, but at the request and expense of the requesting party, documents and testimonies will be translated into the requesting party’s preferred language. No dispute will be adjudicated, in arbitration or any other location selected judicial proceeding, as a class action. All fees and expenses of the arbitrator will be borne equally by mutual agreement the parties in the arbitration. The arbitration will be final and binding. It will be a full resolution of all claims and disputes between the parties in the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court within the state of Utah. All upline Presenters and Downline Organizations of the Presenter will be bound by the final arbitration award to the fullest extent allowed by law. Any award by the arbitrator will be in writing and based on the application of the strict rules of law to the facts before the arbitrator. The arbitrator is authorized to award a party any sums that are deemed proper for the time, expense, and trouble of arbitration including arbitration fees and attorney’s fees. All arbitration proceedings will be closed to the public and confidential. Except as may be required by law and the Company’s use of an arbitrator’s award as precedence for deciding future disputes, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of all the parties. The arbitrator shall not have the power to award Notwithstanding this arbitration policy, any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator party may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted apply to a court of competent jurisdiction if in the arbitrator has not yet been appointedcounty and state of Utah in the United States, but or in any other jurisdiction as necessary (i) to enforce an arbitration award or the arbitrator shall have the authority to modify any injunctive relief granted by such an arbitrator, or (ii) to seek a courttemporary restraining order, preliminary injunction, or other injunctive relief before, during the pendency of, or after a decision in any arbitration proceeding. The arbitration award shall be made final within eight months institution of filing of the notice of arbitration and judgment upon the award may be entered any action in any a court having competent jurisdiction. All participants and the arbitrator shall hold the existencefor equitable relief, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation award or order, will not constitute a waiver of the arbitratorobligation of any party to submit any dispute to arbitration. The arbitrator's award shall be in writing Your agreement to arbitrate will survive any termination or expiration of the Contract or any other agreements between you and shall state the reasons for the awardYounique.

Alternative Dispute Resolution. In the event of a dispute between the parties arising out of or relating to this Agreement, or the breach thereof, the parties shall submit the dispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the dispute is not resolved through mediation within 30 days following written notice by one party that it desires to enter into mediation, then such dispute shall be resolved exclusively and finally by binding arbitration by three arbitrators who will be appointed and will act as follows: The parties will attempt to settle any claim for non-payment party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the other of charges or recovery such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of overpayment such notice, the other party shall appoint another arbitrator and shall notify the requesting party of charges for such appointment together with the Services (hereinafter a "Billing Dispute"), through good faith negotiationssecond arbitrator's acceptance. The parties may agree third arbitrator, who shall act as chairman of the arbitration panel, shall be appointed by the other two arbitrators within the following 30 days. Each party agrees to submit a Billing Dispute respond within three business days to non-binding mediationany reasonable request for information made by the arbitrators. At any time, In the event either party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under fails to appoint an arbitrator or in the United States Arbitration Act pursuant event no agreement is reached between the two arbitrators as to the terms appointment of this Section the chairman of the arbitration panel in accordance with the foregoing provisions, such The arbitrators shall apply the arbitration rules of the AAA, and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held arbitration proceedings shall take place in New YorkWestchester County, New York, or any other location selected by mutual agreement . The award of the partiesarbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrator arbitrators will not be required to file their award with any body or authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties shall not have be exclusively submitted for final decision by the power to award any damages arbitrators in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreementarbitration proceedings already pending. The arbitrator may not limitarbitrators shall be instructed by the parties to include an award for reasonable attorneys' fees, expand or otherwise modify the terms arbitrators' fees, expert witnesses, travel and other costs incurred. If a dispute arises out of an alleged breach of this Agreement. The arbitrator shall strictly limit discovery Agreement (other than Provider's failure to the production of documents directly relevant make timely payments due to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per sideCompany), with equal limits on then the number of deposition hours for each Party (not parties agree to exceed 7 per deposition). If continue to perform their respective obligations under this Agreement until an evidentiary hearing agreement is heldreached through mediation or the arbitrators render a decision, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardwhichever is applicable.

Alternative Dispute Resolution. 16.1 In the event of any dispute between the Parties hereto arising from or relating to this Agreement, then, upon the written request of either party, each of the Parties will appoint a designated representative to endeavor to resolve such dispute. The parties designated representatives will attempt be executives with sufficient authority to settle any claim engage in good faith negotiations and bind the party s/he represents. If the designated representatives are unable to resolve the dispute within a reasonable period (but in no event more than thirty (30) days from the date of receipt of written request, then the dispute will be escalated to representatives of each party at least one (1) level higher in their respective CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[*****]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. organizations than those involved in the previous round of negotiations. Except if a court determines preliminary injunctive relief is warranted upon application of one of the Parties to this Agreement, no formal proceedings relating to such dispute may be commenced until the escalated representatives conclude in good faith that amicable resolution through continued negotiation of the matter in issue does not appear likely. If the escalated representatives are also unable to resolve the dispute within a reasonable period, (but in no event more than sixty (60) days from the date of receipt of written request), the Parties shall submit the dispute for non-payment of charges or recovery of overpayment of charges for binding mediation by a single mediator in accordance with the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules rules of the CPR Institute for Dispute Resolution ("xxx.xxxxxx.xxx) (“CPR"”) or, when either of the Parties is not a U.S. entity, with the ADR rules of the International Chamber of Commerce (“ICC”), utilizing rules and procedures in place at the time of the dispute. Such mediator shall be competent in any technical, employment law or other issue(s) involved in the dispute. In the event the Parties are unable to resolve the extent such dispute within thirty (30) days of commencement of the mediation, or if one party fails to participate in the mediation as agreed herein, either party may refer the dispute to arbitration by a sole arbitrator (for disputes arising under an SOW for $5 million or less) or 3 arbitrators (for claims arising under an SOW over $5 million) in accordance with the CPR Rules for Non-Administered Arbitration of Business Disputes then currently in effect, or, when either of the Parties is not a U.S. entity, in accordance with the arbitration rules do not conflictof the ICC. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as arbitrator in the case. The Arbitration will place of arbitration shall be held in New York, New York, or any other location selected by mutual agreement and the language of the partiesarbitration shall be English. The arbitration shall be governed by the Federal Arbitration Act and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The Parties will participate in the arbitration in good faith, and will share equally in the administrative costs of the mediation and arbitration. The arbitrator shall not have the power be empowered to award any damages in excess of compensatory damages, and each party irrevocably waives all rights to recover such non-compensatory damages with respect to any Dispute resolved by arbitration hereunder. Globoforce irrevocably waives all objections to venue, jurisdiction of the limits set forth court, and right to trial by jury in any judicial action, proceeding or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms claim ancillary to an arbitration arising out of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt recognize that from time to settle time a dispute may arise relating to either Party’s rights or obligations under this Agreement (a “Dispute”). The Parties agree that any claim for non-payment such dispute shall be resolved by the provisions set forth in this Exhibit, the result of charges or recovery which shall be binding upon the parties. To begin the process, a Party first must send written notice to the other Party in accordance with the terms of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through Agreement describing the dispute and requesting attempted resolution by good faith negotiationsnegotiations between their respective president or principal executive officer (or their designees) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. Subject to the foregoing, a Party may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of seek arbitration of a Billing an unresolved Dispute for arbitration under in Denver, Co, in accordance with the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution American Arbitration Association ("CPR"), to the extent such rules do not conflict“AAA”) governing commercial transactions. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement arbitration tribunal shall consist of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) daysarbitrators. Requests The Party initiating arbitration shall nominate one arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the request for temporary injunctive relief may arbitration and the other Party shall nominate a second arbitrator (who shall be submitted knowledgeable in the industry but not be affiliated with such Party) in the answer thereto. The two arbitrators so named will then jointly appoint the third arbitrator (who shall be knowledgeable in the industry but shall not be affiliated with either Party) as chairman of the arbitration tribunal. If either Party fails to a court of competent jurisdiction nominate its arbitrator, or if the arbitrators named by the parties fail to agree on the person to be named as chairman within sixty (60) days, the office of the AAA in Denver, CO shall make the necessary appointments of an arbitrator has not yet been appointed, but or the arbitrator shall have chairman of the authority to modify any injunctive relief granted by such a courtarbitration tribunal. The award of the arbitration award tribunal shall be made final within eight months of filing of the notice of arbitration and judgment upon the such an award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such an award and an order of enforcement. All participants and Notwithstanding anything herein to the arbitrator contrary, nothing in this Exhibit shall hold preclude any Party from seeking interim or provisional relief, in the existenceform of a temporary restraining order, content and results of mediation and arbitration in confidencepreliminary injunction or other interim equitable relief concerning the Dispute, except as either prior to or during the Mediation if necessary to enforce a final settlement agreement protect the interests of such Party, or to enforce obtain specific performance of obligations under this Agreement. Further, this Section shall be specifically enforceable. Bringing or defending an arbitration award. Each party action for such relief shall bear its own expenses and equally share expenses related to the compensation not constitute waiver of the arbitrator. The arbitrator's award shall be right or avoid the obligation to mediate or arbitrate contained in writing and shall state the reasons for the awardthis Agreement.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment Any disputed matter that remains unresolved under 14.1 shall be finally settled by binding arbitration ("ADR") in accordance with the commercial arbitration rules of charges or recovery the American Arbitration Association ("AAA") then in force by a panel of overpayment of charges for three arbitrators appointed in accordance with said rules (the Services (hereinafter a "Billing DisputeArbitrators"), through good faith negotiations; PROVIDED that the Arbitrators shall have appropriate experience in the biopharmaceutical industry. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice place of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will shall be held in New York, New York, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The award rendered shall be final and binding upon all parties participating in such arbitration. The judgment rendered by the Arbitrators may, at the Arbitrators' discretion, include costs of arbitration, reasonable attorneys' fees and reasonable costs for any experts and other witnesses. Nothing in this A-R Agreement shall be deemed as preventing either Party from seeking injunctive relief from any court having jurisdiction over the Parties and the subject matter of the dispute as necessary to protect any Party's name, proprietary information, trade secrets, know-how or any other location selected by mutual agreement of the partiesproprietary rights. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. The Parties agree to use their good faith efforts to resolve the dispute within three (3) months (if the dispute relates to the failure to use Diligent Efforts or commercially reasonable efforts) or within six (6) months (for all other disputes) of receipt of the original notice of dispute and any arbitration pursuant to this Section 14.2 must be completed within one (1) year of such notice. Notwithstanding the foregoing, any disputes regarding the scope, validity, enforceability or inventorship of any patents or patent applications shall be submitted for final resolution by a court of competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services provided under this Agreement (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardAward. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's arbitrators award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will shall, and shall cause both their and their respective subsidiaries’, affiliates’ and associated entities’ current and former officers, partners, directors, employees, agents and representatives, to first attempt to settle any claim for non-payment dispute arising out of charges or recovery of overpayment of charges for relating to the Services Engagement Letter or the services provided hereunder (hereinafter a "Billing the “Dispute"), ”) through good faith negotiationsnegotiations in the spirit of mutual cooperation between representatives of each of the parties with authority to resolve the Dispute. The In the event that the parties may agree are unable to submit settle or resolve a Billing Dispute to non-binding mediation. At any time, through negotiation within 30 days of when one of the parties has notified the other party seeking payment may submit of the Dispute by delivering a notice of arbitration of a Billing dispute, or such longer period as the parties may mutually agree upon, such Dispute for arbitration under the United States Arbitration Act shall, as promptly as is reasonably practicable, be subject to mediation pursuant to the terms National Mediation Rules of this Section and the Non-Administered ADR Institute of Canada, Inc. that are in force at the time the notice of dispute is delivered. Any Dispute remaining unresolved for more than 60 days following the parties first meeting with a mediator or such longer period as the parties may mutually agree upon shall, as promptly as is reasonably practicable, be resolved by arbitration pursuant to the Arbitration Rules of the CPR ADR Institute for of Canada, Inc. (the “Arbitration Rules”) that are in force at the time the Dispute Resolution ("CPR")is subject to arbitration. For certainty, the parties hereby waive any right they may otherwise have to the extent such rules do not conflictbring a court action in connection with a Dispute. The Arbitration will parties also waive any right they may otherwise have to bring or participate in a class, collective or representative proceeding in connection with a Dispute, whether in court or before an arbitrator. The arbitrator’s decision shall be held in New Yorkfinal, New Yorkconclusive and binding upon the parties, and the parties shall have no right to appeal or any other location selected by mutual agreement seek judicial review of the partiesDocuSign Envelope ID: 15EF36B1-58B9-4317-8617-47D68F9BC2A7 arbitrator’s decision. For certainty, the parties hereby waive any right of appeal which may otherwise be available under applicable legislation or under the Arbitration Rules. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results place of mediation and arbitration shall be the city in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardCanada in which the principal KPMG office that performed the engagement is located. Each party shall bear its own expenses and equally share expenses related to the compensation The language of the arbitrator. The arbitrator's award mediation and arbitration shall be in writing and shall state the reasons for the awardEnglish.

Alternative Dispute Resolution. The If any dispute arises between the parties will attempt relating to settle any claim for non-payment of charges this Agreement, including the breach, termination or recovery of overpayment of charges for the Services validity thereof (hereinafter a "Billing “Dispute"”), through good faith negotiationssuch Dispute shall be presented to the respective presidents or senior executives of OsoBio and Navidea for their consideration and resolution. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act All negotiations pursuant to the terms preceding sentence will be confidential and shall be treated as compromise and settlement negotiations for purposes of this Section and applicable rules of evidence. If such parties cannot reach a resolution of the Dispute, then such Dispute shall be finally resolved by binding alternative dispute resolution in accordance with the then existing Rules for Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution Resolution, 300 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 ("CPR")“CPR Rules”) by three independent and impartial arbitrators, to of whom each party shall designate one, with the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The third arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability appointed as provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtCPR Rules. The arbitration award shall be made final within eight months of filing of governed by the notice of arbitration Federal Arbitration Act, 9 U.S.C. §§1 et seq. and judgment upon the award rendered by the arbitrator(s) may be entered in by any court having competent jurisdictionjurisdiction thereof, subject, however, to the right of a party to appeal such award under the CPR Arbitration Appeal Procedure. All participants and .. Arbitration shall be conducted in the arbitrator shall hold jurisdiction of the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awarddefendant party. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement, unless to do so would be impossible or impracticable under the circumstances, and provided that the provisions of this Section 18.9 shall bear its own expenses and equally share expenses related not be deemed to be a waiver of any right of termination under Section 15.2. Notwithstanding anything in this Section 18.9 to the compensation of contrary, the arbitrator. The arbitrator's award parties shall be in writing and shall state the reasons for the awardentitled to seek at any time during a Dispute injunctive relief or other equitable remedies with respect to any Dispute from any court of competent jurisdiction.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("“CPR"”), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The In case of any controversy or claim arising out of or related to this Agreement, the parties will attempt agree to settle meet to resolve such dispute in good faith. Should such a resolution not be reached within thirty (30) calendar days, or any claim for non-payment of charges or recovery of overpayment of charges for longer period mutually agreed to by the Services (hereinafter a "Billing Dispute")parties, through good faith negotiations. The the parties may agree to submit a Billing Dispute disputes between them relating to non-binding mediationthis Agreement, and its formation, breach, performance, interpretation, and application to arbitration as set forth in this Section 17. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act will be conducted pursuant to the terms of this Section and the Non-Administered Arbitration Commercial Rules of the CPR Institute for Dispute Resolution American Arbitration Association, as modified herein. Unless the parties can agree upon a mutually acceptable single arbitrator within fifteen ("CPR")15) days after the date specified in the written notice of the party requesting arbitration, to the extent such rules do not conflicteach party will appoint a single arbitrator within an additional fifteen (15) days thereafter. The Arbitration two arbitrators so chosen will appoint a third arbitrator who must have knowledge of the subject matter contemplated in this Agreement within an additional fifteen (15) days thereafter, or if an arbitrator with such knowledge cannot be reasonably appointed in such time, then an arbitrator that the initial two arbitrators determine would be most suitable for the matter. The arbitration hearing will be held commenced within sixty (60) days after the mutual appointment of one arbitrator or the appointment of all three arbitrators and the hearing will be completed and an award rendered in New Yorkwriting within thirty (30) days after the commencement of the hearing, New Yorkunless the arbitrators determine that exceptional circumstances justify delay. The arbitration will be conducted in Wilmington, DE. The decision of the arbitrators will be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. Each party will bear its own legal expenses and costs of arbitration, including attorneys' fees. The costs and expenses of the arbitration proceedings, including applicable arbitrators' fees and expenses, will be borne equally by the parties or as otherwise determined by the arbitrators. Notwithstanding the foregoing, either party may seek injunctive relief in a court of law or equity to enforce, assert, or preserve its rights in: (i) any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award intellectual property, including, without limitation, any damages rights it has in excess of the limits set forth in patents, copyrights, trademarks, or excluded under the limitations of liability provided trade secrets; or (ii) confidential or proprietary information as described in this Agreement. The arbitrator may This Section will in no way be construed to allow for an award of monetary damages other than by arbitration. To the fullest extent permitted by applicable law, each of the parties hereto hereby waives, and covenants that it will not limitassert (whether as plaintiff, expand defendant, or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per sideotherwise), with equal limits on the number of deposition hours for each Party (not any right to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted trial by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered jury in any court having competent jurisdiction. All participants and the arbitrator shall hold the existenceforum in respect of any issue, content and results claim, demand, action, or cause of mediation and arbitration action arising out of or based upon this Agreement whether now existing or hereafter arising or whether in confidencecontract, except as necessary to enforce a final settlement agreement in tort, or to enforce an arbitration awardotherwise. Each party shall bear its own expenses and equally share expenses related hereby submits to the compensation personal jurisdiction of the arbitrator. The arbitrator's award shall be State and Federal courts in writing the State of Delaware for purposes of the enforcement of any awards pursuant to arbitration and shall state for purposes of the reasons for the awardappropriate court to provide injunctive relief.

Alternative Dispute Resolution. The Subject to either party’s right to seek injunctive relief, in the event of a dispute of any kind arising out of or in any way related this Agreement or any Purchase Order issued hereunder, the parties will attempt shall endeavor in good faith to settle any claim for non-payment the dispute through negotiation. If the dispute cannot be resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree has the right to submit a Billing Dispute to request non-binding mediation. At any timeIf mediation fails to resolve the dispute, the party seeking payment may parties agree to submit the matter in dispute to binding arbitration. Written notice of the intent to submit a notice matter to arbitration shall be given by the party requesting the same. The arbitration proceedings shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration, then in effect, or, if the parties so agree, the relevant rules of another arbitration entity or organization. In any case, regardless of a Billing Dispute for any rules of the selected arbitration under organization to the contrary, only one (1) arbitrator shall be used to decide the outcome of the arbitration. Such arbitration shall be held in Franklin, Kentucky, or if the parties agree upon another location, that other location. The prevailing party shall be entitled to an award of reasonable attorney’s fees. The arbitration shall be governed by the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Act, to the extent such rules do not conflict. The Arbitration will be held in New York9 U.S.C. §§1 et seq., New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the arbitrator’s award may be entered in any court having competent jurisdictionjurisdiction over such matter. All participants Each party agrees that any applicable limitations period, whether arising from contract, statute, or otherwise, will be tolled and suspending beginning when a party provides written notice to the arbitrator shall hold other party, as provided for in this Agreement, of a dispute to be resolved under this section or when the existenceparties begin negotiations under this section, content whichever is earlier. Tolling and results suspension of mediation and arbitration in confidence, except the limitations period will continue until: (i) the parties resolve the dispute as necessary to enforce evidenced by a final written settlement agreement or to enforce an (ii) forty-five (45) calendar days after a binding arbitration awarddecision is rendered, whichever is earlier. Each Notwithstanding the foregoing, in the absence of a written notice from one party shall bear its own expenses and equally share expenses related to the compensation other to submit the dispute to either non-binding mediation or binding arbitration (an “ADR Notice”), then either party may provide the other party with written notice that it desires the running of the arbitratorlimitations period to recommence. The arbitrator's award Such limitations period shall recommence forty-five (45) days thereafter, unless within such forty-five (45) day period the receiving party delivers an ADR Notice to the other party, in which event the limitations period shall be in writing tolled and shall state the reasons for the award.suspended as set forth above. SELLER ACKNOWLEDGES THAT ITS SALE OF ITEMS OR PROVISION OF SERVICES IS MADE SUBJECT TO THESE TERMS AND CONDITIONS AND TO THE TERMS OF ANY PERMANENT AMENDMENTS AND/OR ADDITIONAL DOCUMENTS INCLUDING BUT NOT LIMITED TO THE SUPPLIER EXPECTATIONS MANUAL AND SUPPLIER PACKAGING AND SHIPPING GUIDELINES. ALL PERMANENT AMENDMENTS AND ADDITIONAL DOCUMENTS ARE HEREBY INCORPORATED BY REFERENCE, NOTWITHSTANDING THAT SOME TERMS INCORPORATED BY REFERENCE ARE CONTAINED IN DOCUMENTS NOT ATTACHED TO THESE TERMS AND CONDITIONS. Franklin Precision Industry, Inc. By: __________________________________ By: ___________________________________ Its: __________________________________ Its: ___________________________________ (“FPI”) (“Supplier”) _____________________________________ _______________________________________ Date of Execution Date of Execution Effective Date: September 14, 2012 WI-8.4-005 Appendix B Controlled Document Approved By: X.Xxxxxx

Alternative Dispute Resolution. In the event of a dispute between you and us arising out of or relating to this Agreement, or the breach thereof, you and we shall submit the dispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the dispute is not resolved through mediation within 30 days following written notice by one party that it desires to enter into mediation, then such dispute shall be resolved exclusively and finally by binding arbitration by three arbitrators who will be appointed and will act as follows: The party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the other of such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of such notice, the other party shall appoint another arbitrator and shall notify the requesting party of such appointment together with the second arbitrator's acceptance. The third arbitrator, who shall act as chairman of the arbitration panel, shall be appointed by the other two arbitrators within the following 30 days. In the event either party fails to appoint an arbitrator or in the event no agreement is reached between the two arbitrators as to the appointment of the chairman of the arbitration panel in accordance with the foregoing provisions, such arbitrator or arbitrators shall be appointed, upon application by the interested party, by the American Arbitration Association (AAA). The arbitrators shall apply the arbitration rules of the AAA. The award of the arbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrators will not be required to file their award with any body of authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties will attempt shall be exclusively submitted for final decision by the arbitrators in the arbitration proceedings already pending. The arbitrators shall be instructed by the parties to settle any claim include an award for non-payment reasonable attorneys' fees, arbitrators' fees, expert witnesses, travel and other costs incurred. If a dispute arises out of charges or recovery an alleged breach of overpayment of charges for the Services this Agreement (hereinafter a "Billing Dispute"other than your failure to make timely payments due to us), through good faith negotiations. The parties may then you and we agree to submit continue to perform our respective obligations under this Agreement until an agreement is reached through mediation or the arbitrators render a Billing Dispute to non-binding mediationdecision, whichever is applicable. At any timePRODIGY SERVICES CORPORATION SPLITROCK SERVICES, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictINC. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.By: /s/ PAUL X. XXXALEY By: /s/ WILLXXX X. XXXXXX -------------------------- -------------------------- Name: Paul X. Xxxaley Name: Willxxx X. Xxxxxx Xxxle: PRESIDENT Title: PRESIDENT

Alternative Dispute Resolution. The In case of any controversy or claim arising out of or related to this Agreement, the parties will attempt agree to settle meet to resolve such dispute in good faith. Should such a resolution not be reached within thirty (30) calendar days, or any claim for non-payment of charges or recovery of overpayment of charges for longer period mutually agreed to by the Services (hereinafter a "Billing Dispute")parties, through good faith negotiations. The the parties may agree to submit a Billing Dispute disputes between them relating to non-binding mediationthis Agreement, and its formation, breach, performance, interpretation, and application to arbitration as set forth in this Section 17. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act will be conducted pursuant to the terms of this Section and the Non-Administered Arbitration Commercial Rules of the CPR Institute for Dispute Resolution American Arbitration Association, as modified herein. Unless the parties can agree upon a mutually acceptable single arbitrator within fifteen ("CPR")15) days after the date specified in the written notice of the party requesting arbitration, to the extent such rules do not conflicteach party will appoint a single arbitrator within an additional fifteen (15) days thereafter. The Arbitration two arbitrators so chosen will appoint a third arbitrator who must have knowledge of the subject matter contemplated in this Agreement within an additional fifteen (15) days thereafter, or if an arbitrator with such knowledge cannot be reasonably appointed in such time, then an arbitrator that the initial two arbitrators determine would be most suitable for the matter. The arbitration hearing will be held commenced within sixty (60) days after the mutual appointment of one arbitrator or the appointment of all three arbitrators and the hearing will be completed and an award rendered in New Yorkwriting within thirty (30) days after the commencement of the hearing, New Yorkunless the arbitrators determine that exceptional circumstances justify delay. The arbitration will be conducted in Wilmington, DE. The decision of the arbitrators will be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. Each party will bear its own legal expenses and costs of arbitration, including attorneys’ fees. The costs and expenses of the arbitration proceedings, including applicable arbitrators’ fees and expenses, will be borne equally by the parties or as otherwise determined by the arbitrators. Notwithstanding the foregoing, either party may seek injunctive relief in a court of law or equity to enforce, assert, or preserve its rights in: (i) any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award intellectual property, including, without limitation, any damages rights it has in excess of the limits set forth in patents, copyrights, trademarks, or excluded under the limitations of liability provided trade secrets; or (ii) confidential or proprietary information as described in this Agreement. The arbitrator may This Section will in no way be construed to allow for an award of monetary damages other than by arbitration. To the fullest extent permitted by applicable law, each of the parties hereto hereby waives, and covenants that it will not limitassert (whether as plaintiff, expand defendant, or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per sideotherwise), with equal limits on the number of deposition hours for each Party (not any right to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted trial by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered jury in any court having competent jurisdiction. All participants and the arbitrator shall hold the existenceforum in respect of any issue, content and results claim, demand, action, or cause of mediation and arbitration action arising out of or based upon this Agreement whether now existing or hereafter arising or whether in confidencecontract, except as necessary to enforce a final settlement agreement in tort, or to enforce an arbitration awardotherwise. Each party shall bear its own expenses and equally share expenses related hereby submits to the compensation personal jurisdiction of the arbitrator. The arbitrator's award shall be State and Federal courts in writing the State of Delaware for purposes of the enforcement of any awards pursuant to arbitration and shall state for purposes of the reasons for the awardappropriate court to provide injunctive relief.