Common use of Arbitration Required Clause in Contracts

Arbitration Required. (A) Any and all Arbitrable Disputes that cannot be resolved between the Members, or a Member and the Company, as applicable (the “Disputing Parties”), within thirty (30) days following delivery of a written notice from one Disputing Party to the other(s) addressing such Arbitrable Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois, before one arbitrator (the “Arbitrator”). The arbitration shall be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the arbitral award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. If more than one issue shall be submitted to the same Arbitrator for resolution, each such issue shall be deemed a separate arbitration for all purposes hereof, such issues shall be identified separately by the Disputing Parties in their submission to arbitration, and each such issue shall be subject to a separate decision by the Arbitrator. Any Arbitrator appointed hereunder shall be mutually acceptable to the Disputing Parties; provided, however, if the Disputing Parties are unable to mutually agree upon an Arbitrator, each of the Disputing Parties shall appoint an arbitrator (an “Appointing Arbitrator”) and such Appointing Arbitrators shall then mutually select an Arbitrator for the applicable Arbitrable Dispute (but such Appointing Arbitrators shall not themselves administer or be otherwise involved in such Arbitrable Dispute). (B) Notwithstanding anything in this ARTICLE XI to the contrary, the Disputing Parties shall have the right to commence litigation or other legal proceedings with respect to any claims solely relating to: (i) preserving or protecting Confidential Information, (ii) other emergency or injunctive relief, or (iii) enforcement of the dispute resolution provisions of this Agreement and/or any arbitration award. (C) Any litigation (permitted herein) or arbitration of an Arbitrable Dispute must be initiated within one (1) year from the date on which any Disputing Party first gave written notice to the other Disputing Party(ies) of the existence of the Arbitrable Dispute, and any Disputing Party who fails to commence litigation or arbitration within such one-year period shall be deemed to have waived any of its affirmative rights and claims in connection with the Arbitrable Dispute and shall be barred from asserting such rights and claims at any time thereafter. An arbitration shall be deemed commenced by a Disputing Party when such Disputing Party sends a notice to the other Disputing Party(ies), identifying the Arbitrable Dispute and requesting arbitration. Litigation shall be deemed commenced by a Disputing Party when such Disputing Party serves a complaint on the other Member(s) with respect to the Arbitrable Dispute.