Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein in this document and the Arbitration Rules Rides for Commercial Arbitration Rules of the AAAAAA ("AAA Rules"). In the event of a conflict with such rules, the provisions of this Agreement will control. (b) . The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators arbitrator(s) shall control the scheduling so as to process the matter expeditiously. The times specified in this Section section may be extended upon mutual agreement of the parties by the arbitrators upon a showing of good cause. The parties may submit written briefs. Discovery Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be controlled governed by the arbitrators Federal Arbitration Act and shall be permitted as follows: each party resolved by the arbitrators. No potential arbitrator may submit serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures. All aspects of the other party, and that party arbitration shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admissionbe treated as Confidential Information. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, . The parties may submit written briefs. Discovery shall be governed controlled by the Federal Arbitration Act arbitrators and resolved by the arbitrators. No potential arbitrator shall be permitted as follows: each party may serve on the panel unless he or she has agreed submit in writing to abide a party, and be bound by these. that party shall so respond, to a maximum of any combination of thirty-five (d35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Each party shall bear its own costs of the arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by If such representatives fail to resolve a Dispute within ten (10) days after the parties by structured negotiation (other than actions for injunctive relief including specific performance) date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall be submitted only have the right to submit such Dispute to final and binding arbitration. The It is the intent of the parties that any such arbitration will be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted in accordance with pursuant to the procedures set forth herein then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the Arbitration Rules for Commercial Arbitration Rules site of the AAA. In the event of a conflict with such rulesarbitration shall be in New York County, this Agreement will controlNew York. (b) The A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall take place describe in Seattlereasonable detail the nature of the Dispute, Washington, before a panel the claims of three arbitrators appointed as follows: each party shall select a single arbitrator, the Disputing Party and the two (2) selected arbitrators shall mutually agree upon requested relief and, if the Disputing Party is Merck, setting forth a third. The list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have knowledge and experience a personal or financial interest in the computer software businessresult of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within Within thirty (30) days after the close other party's receipt of hearingsthe Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The decision rendered arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrators arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and binding non-appealable and may be entered as a judgment enforced in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (ch) Any issue concerning The use of any alternative dispute resolution procedures will not be construed under the extent doctrine of laches, waiver or estoppel to which any dispute is subject to arbitration, or concerning adversely affect the applicability, interpretation, or enforceability rights of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseeither party. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute Dispute that is not settled resolved pursuant to Section 8.3 shall, at the written request of any Party (an “Arbitration Demand Notice”), be submitted to binding arbitration in accordance with this Section 8.4(a). If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as contemplated by Section 8.2 or a Mediation Request as contemplated by Section 8.3. Subject to Section 8.5, upon delivery of an Arbitration Demand Notice in accordance with this Section 8.4(a), the parties by structured negotiation (other than actions for injunctive relief including specific performance) Dispute shall be submitted only to binding arbitration. The decided in accordance with this Section 8.4(a). (i) Any arbitration hereunder will be conducted in accordance with CPR Rules for Administered Arbitration then in effect (the “CPR Arbitration Rules”); provided, however, that to the extent that the provisions of this Agreement and the CPR Arbitration Rules conflict, the provisions of this Agreement (including this Article VIII) shall govern. Unless the Parties otherwise agree, any such arbitration shall be conducted by and before three arbitrators selected by the Parties in accordance with the procedures set forth herein on Schedule 8.4(a)(i). All arbitrators selected pursuant to this Section 8.4(a) shall be neutral and disinterested with respect to each of the Parties and the Arbitration Rules for Commercial Arbitration Rules subject matter of the AAA. In the event of a conflict with such rules, this Agreement will controlDispute. (bii) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on have full power and authority to determine issues of arbitrability but shall otherwise be limited to interpreting or construing the dispute by issuing applicable provisions of this Agreement or other Transaction Document, and will have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or other Transaction Document; it being understood that the arbitrators will have full authority to implement the provisions of this Agreement or other Transaction Document and to fashion appropriate remedies for breaches of this Agreement or other Transaction Document (including interim or permanent injunctive relief or other equitable relief); provided, however, that the arbitrator shall not have (A) any authority in excess of the authority a written opinion setting forth findings of fact court having jurisdiction over the Parties and the rationale for their decision within thirty Dispute would have absent these arbitration provisions or (30B) days after any right or power to award special, indirect, punitive, exemplary, consequential, remote, speculative or similar damages in excess of compensatory damages, except to the close of hearings. The decision rendered extent such damages are expressly permitted by the arbitrators shall be final and binding and may be entered terms of this Agreement or other Transaction Document, as a judgment in any court of competent jurisdictionapplicable. The arbitrators shall control It is the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement intention of the parties upon Parties that in rendering a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by decision the arbitrators and shall be permitted as follows: each party may submit in writing arbitrator will give effect to the applicable provisions of this Agreement and the other party, Transaction Documents and that party shall so respond, follow applicable Law. (iii) If a Party fails or refuses to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, appear at and requests for admission. Unless provided otherwise participate in the Agreementan arbitration hearing after due notice, the arbitrators may not award non-monetary or equitable relief of any sorthear and determine the controversy upon evidence produced by the appearing Party. They will have no power to award damages inconsistent with Any decision rendered under such circumstances shall be as valid and enforceable as if the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionParties had appeared and participated fully at all stages. (civ) Notwithstanding anything to the contrary herein, the fees of the arbitrators and all other arbitration costs shall be borne equally by each Party, except that each Party shall be responsible for its own attorneys’ fees and other costs and expenses, including the costs of witnesses selected by such Party. (v) Any issue concerning arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law, and shall include a statement of the reasoning on which the award rests. The award must also be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any such arbitration award may be entered in any court having jurisdiction thereof. (vi) Any arbitration proceedings hereunder shall be held in New York, New York, or in such other place as the Parties may mutually agree. (vii) The arbitration, including the interpretation of the provisions of this Article VIII only to the extent they relate to which the agreement to arbitrate set forth herein and any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceablepursuant thereto, shall be governed by the Federal Arbitration Act and resolved by Act. In all other respects, the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed interpretation of this Agreement shall be governed as set forth in writing to abide and be bound by theseSection 9.2. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Except as provided in Sections 7.4, 7.5 and 8.12, from and after the Effective Time, all disputes, controversies or claims (whether in contract, tort or otherwise) arising out of, relating to or otherwise by virtue of this Agreement, breach of this Agreement or the transactions contemplated by this Agreement shall be resolved as follows: (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) disputes shall be submitted only to binding arbitration. The settled under the applicable rules of arbitration will be conducted in accordance with the procedures (except as set forth herein below) of JAMS, Inc. (as amended from time to time, the “JAMS Rules”) and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, as modified in this Agreement will controlSection. (b) The arbitration shall take place in SeattleSan Francisco, WashingtonCalifornia and shall be the exclusive forum for resolving such disputes, controversies or claims. The arbitrator shall have the power to order hearings and meetings to be held in such place or places as he or she deems in the interests of reducing the total cost to the parties of the arbitration. (c) The arbitration shall be held before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, . The arbitrator shall have the power to order equitable remedies. The arbitrator may hear and rule on dispositive motions as part of the arbitration proceeding (e.g. motions for summary dispositions). (d) The arbitrator may appoint an expert only with the consent of all of the parties to the arbitration. (e) The arbitrator’s fees and the two administrative expenses of the arbitration shall be paid equally by the parties. Each party to the arbitration shall pay its own costs and expenses (2including attorney’s fees) selected arbitrators shall mutually agree upon a third. in connection with the arbitration. (f) The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators arbitrator shall be final and binding and on the parties. The award rendered by the arbitrator may be entered as a judgment in into any court of competent having jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section , or application may be extended upon mutual agreement made to such court for judicial acceptance of the parties upon a showing award and an order of good causeenforcement, as the case may be. The parties Such court proceeding shall disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (g) Except as required by law, neither any party nor the arbitrator may submit written briefs. Discovery shall disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (h) Each party to this Agreement hereby agrees that in connection with any such action process may be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter served in the same jurisdictionmanner as notices may be delivered under Section 8.2 and irrevocably waives any defenses it may have to service in such manner. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If the Members who are parties to a dispute are unable to resolve the dispute by mediation in a timely manner (awhich, in any case, shall not exceed sixty (60) Any days from the first notice of mediation), the dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to resolved through final, binding arbitration. The arbitration will be conducted held in Salt Lake City, Utah in accordance with the procedures set forth herein and the Arbitration CPR Rules for Commercial Non-Administered Arbitration Rules then in effect by three arbitrators of whom the Member or Members, as applicable, on each side of the AAAdispute shall appoint one in accordance with the “screened” appointment procedure provided by the CPR Rules for Non-Administered Arbitration currently in effect, and of whom the third arbitrator shall be selected by mutual agreement of the two arbitrators selected by the Members. In The Arbitration shall be governed by the event Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Members shall cause the arbitrators to render their decision within one hundred twenty (120) days after the designation of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorthe arbitrators, and the two (2) selected Members shall cooperate with each other and the arbitrators in the conduct of the arbitration to permit such timing. Any award of the arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge be final, conclusive and experience in binding on the computer software businessMembers; provided, however, that any Members to the dispute may seek to vacate, modify or correct the arbitrators’ decision or award as provided under Section 10 and Section 11 of the Federal Arbitration Act. The arbitrators shall rule on be bound to follow the dispute by issuing laws of the State of Utah, decisional and statutory, in reaching any decision and making any award and shall deliver a written opinion setting forth award, including written findings of fact and conclusions of law, with respect to the rationale for their decision within thirty (30) days after dispute to each of the close of hearingsMembers who are parties to the dispute, who shall promptly act in accordance therewith. The decision rendered by In no event shall the arbitrators shall be final and binding and have the power to award damages in connection with any dispute in excess of actual compensatory damages. In particular, the arbitrators may be entered as not multiply actual damages or award consequential, indirect, special or punitive damages, including damages for lost profits or loss of business opportunity. Any Member who is a judgment party to the dispute may enforce any award rendered pursuant to the arbitration provisions of this Section 13.3 by bringing suit in any court of competent jurisdiction. The All costs and expenses attributable to the arbitrators shall control be allocated between the scheduling so Members who are parties to the dispute in such manner as the arbitrators determine to process be appropriate under the matter expeditiouslycircumstances. The times specified in Any Member who is a party to the dispute may file a copy of this Section may be extended upon mutual agreement 13.3 with any arbitrator or court as written evidence of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by knowing, voluntary and bargained agreement among the arbitrators and shall be permitted as follows: each party may submit in writing Members with respect to the other party, and that party shall so respond, to a maximum subject matter of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionthis Section 13.3. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any If the dispute or grievance is not settled by in the foregoing steps and it involves the interpretation, application, or claimed violation of any provision of this Agreement, then either party may, upon written demand given to the other party, within ten (10) working days, submit said dispute or grievance to arbitration, as follows: The arbitration shall proceed before a neutral arbitrator. Within fifteen (I5) working days after written demand for arbitration is made as above provided, the party demanding arbitration shall request the American Arbitration Association to make said appointment or selection, as the case may be, according to its rules or to fill any vacancies that may occur that the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only fail or refuse to binding arbitrationfill. The arbitration will proceeding shall be conducted in accordance with under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdAmerican Arbitration Association. The arbitrators selected arbitrator shall not have knowledge and experience in the computer software businessauthority to add to, subtract from, modify, change or alter any of the provisions of this Agreement. The arbitrators arbitrator shall rule decide the dispute and render his award, which shall be final and binding on the dispute by issuing a written opinion setting forth findings of fact and parties. The parties shall specifically request the rationale for their decision neutral arbitrator to render his award within thirty (30) days after the close of hearings. The decision rendered the arbitration hearing, unless waived by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of for good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear the expenses of its own costs representatives and witnesses; and fees and expenses of the arbitrator, as well as all stenographic and other expense incurred in connection with the arbitration proceedings, shall be shared equally between the parties. This Article shall not waive any rights either party may have under Act 111, relating to compulsory arbitration. A In the event the arbitrator shall determine that either party seeking discovery shall reimburse acted in bad faith with regard to the responding party facts underlying the costs issues or with regard to the conduct of production the proceedings, the Arbitrator is empowered, as an element of documents (contractual damage, to include search time and reproduction costs). The parties shall equally split assess all or a portion of the fees and expenses incurred in presentation of the arbitration case and reasonable attorneys' fees for preparation and appeal of the arbitratorsaward, if any, as an element of damage. Furthermore, should the arbitrator direct a financial remedy, such financial remedy shall commence to run from the date of the violation and shall bear statutory interest from the date that the violation occurred to the date that payment is made.

Binding Arbitration. (a) Any dispute not Except with respect to actions with respect to remedies described in Section 10.12, which may be brought and decided in a court of competent jurisdiction and as provided in Section 10.15(f), each of the Parties irrevocably agrees that all Disputes shall be finally settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The , pursuant to comprehensive arbitration will rules of JAMS, by (subject to the first clause of Section 10.15(b)) three (3) arbitrators who are to be conducted appointed in accordance with the procedures set forth herein said rules and who, to the Arbitration Rules for Commercial Arbitration Rules of extent possible, shall have experience and expertise in the AAA. In subject matter involved in the event of a conflict with such rules, this Agreement will controlDispute. (b) Unless the Parties can agree in writing on a single arbitrator within fifteen (15) days after the delivery of notice referred to in Section 10.15(a), then, within fifteen (15) days thereafter, Seller, on the one hand (which shall be entitled to specify one arbitrator), and Buyer, on the other hand (which shall be entitled to specify one arbitrator), shall each notify the other in writing of the name of the independent arbitrator chosen by them to participate as a member of a three-member panel of arbitrators. If either Party fails to give the other timely notice of such appointment, then the Party who timely gave such notice shall be entitled to require that its arbitrator act as the sole arbitrator hereunder. If an arbitrator is timely appointed by each of the Parties, the two named arbitrators shall select the third member of the arbitration panel within fifteen (15) days after they have both been appointed, and they shall promptly notify the Parties thereof. If the two initially appointed arbitrators cannot timely agree on a third arbitrator, then any Party may request that JAMS select the third arbitrator. Each arbitrator shall be neutral. The arbitrators, to the extent possible, shall have experience and expertise in the subject matter involved in the Dispute and in the solar and wind power industry. (c) The arbitration hearing shall take place be held at a site in SeattleSan Diego, Washington, before California. The arbitration proceedings shall be held in the English language. (d) The arbitration hearing shall be concluded within one hundred twenty (120) days after the hearing is commenced unless otherwise ordered by a panel majority of three the arbitrators appointed as follows: each party shall select a single arbitratoron compelling grounds, and the two (2) selected arbitrators award thereon or decision with respect thereto shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision be made within thirty (30) days after the close of hearings. The decision rendered the submission of evidence; provided, that failure by the arbitrators to conclude the arbitration hearing or make such award or decision within the foregoing deadlines shall not invalidate such arbitration hearing, award or decision. Arbitration demanded hereunder by any Party shall be final and binding on the Parties and may not be entered vacated except for the reasons set forth in applicable Law. The decision, arbitration order and relief agreed upon in writing by any two or more of the arbitrators (in the case of a three-member panel) shall be deemed the decision of the panel for all purposes hereof. If two or more members of the arbitration panel cannot agree, then the decision of the arbitrator not appointed by any Party shall control. The references herein to the arbitration panel shall also be deemed to refer to a single arbitrator where a panel is not being used hereunder, and all references to decisions, orders, awards and relief granted by the panel of arbitrators shall mean the decision, order, award or relief agreed upon in writing by the required number of members of the panel, as a judgment indicated. (e) The Parties agree that the arbitration panel may render and the Parties shall abide by any interim ruling that the arbitration panel deems necessary or prudent regarding discovery, summary proceedings, or other pre-arbitration matters. (f) The Parties hereby submit to the in personam jurisdiction of the California state courts located in San Diego and the federal courts located in the Southern District of California, and agree that any such court may enter all such orders in support of the procedures set forth in this Section 10.15, and such courts shall have exclusive jurisdiction with respect to any order in support of such procedures. For any action with respect to Section 10.12, the Parties hereby submit to the in personam jurisdiction of (i) the California state courts located in San Diego and the federal courts located in the Southern District of California and (ii) the New York state courts located in the Borough of Manhattan (New York County) and the federal courts located in the Southern District of New York, and such courts shall have exclusive jurisdiction with respect to any remedy sought pursuant to Section 10.12. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Any court of competent jurisdictionlaw shall enforce the decision of the panel of arbitrators (or single arbitrator, as applicable) in its entirety and only in its entirety, including pursuant to Section 10.12. (g) Each Party shall bear its own costs, expenses and attorneys’ fees associated with the Dispute resolution process, and the arbitrators shall not have authority to allocate the costs or expenses of the arbitration. The arbitrators shall control not have the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power authority to award punitive damages inconsistent with the Agreement. In no event, even if against any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionParty. (ch) Any issue concerning Third parties dealing with any Party shall be entitled to fully rely on any written arbitration order or decision with regard to the extent to which any dispute is subject to arbitrationmatters addressed therein, whether or not such arbitration order or decision has been confirmed or adopted by a court, or concerning the applicability, interpretation, or enforceability incorporated in any order of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesecourt. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (a) Any dispute not “AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, whether involving a claim in tort, contract, or otherwise, shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to final and binding arbitration, upon the motion of either party, to arbitration under the appropriate rules of the AAA or JAMS, as agreed by the parties. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAAmatter and facts and include copies of all related documents supporting the demand. In Arbitration must be initiated within six (6) months after the event of alleged controversy or claim occurred by submitting a conflict with such rules, this Agreement will control. (b) written demand to the other party. The failure to initiate arbitration within that period shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each mean the complaining party shall select a single arbitratorbe barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be bound by applicable state and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close conclusions of hearingslaw. The parties agree that the decision rendered by of the arbitrators arbitrator shall be final and binding and as to each of them. Judgment upon the award rendered by the arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators arbitrator shall control have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the scheduling so as to process the matter expeditiouslyparties. The times specified in this Section may be extended upon mutual agreement arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the parties upon a showing arbitrator within sixty (60) days of good causethe entry of judgment on the award, or take an appeal pursuant to the provisions of the California Civil Code. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, waive their right to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary jury or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreementcourt trial. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject all cases submitted to arbitration, or concerning the applicabilityparties agree to share equally the administrative fee as well as the arbitrator’s fee, interpretationif any, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, unless otherwise assessed by the arbitrator. The administrative fees shall be governed advanced by the Federal Arbitration Act and resolved initiating party subject to final apportionment by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesethis award. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute Except for the right of either party to apply to a ------------------- court for an action for a temporary restraining order, preliminary injunction, specific performance or other equitable relief to stop or prevent irreparable harm, all claims, disputes, controversies and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement, or the breach thereof, and which cannot settled be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) pursuant to Section 17.2, shall be submitted settled only to by binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect, including matters involving negligence, strict liability or intentional acts or omissions by either party, provided that the following will apply: (a) The parties shall have the right to discovery by any or all methods provided in the Federal Rules of Civil Procedure. In The arbitrators may, upon request, exclude any evidence not made available to the event of other party pursuant to a conflict with such rules, this Agreement will controlproper discovery request from being used in the arbitration proceeding. (b) The Demand for arbitration shall take place be served upon the other party by certified mail and specify in Seattlereasonable detail the nature of the dispute. The demand shall be effective upon receipt, Washingtonshall be made within a reasonable time after the claim, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratordispute or controversy has arisen, and shall in no event be made more than one year after the two (2) selected arbitrators shall mutually agree upon a thirdclaim or cause of action arises. The arbitrators selected proceeding shall have knowledge and experience be held in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within Washington D.C. (c) Within thirty (30) days after service of a demand for arbitration, the close of hearingsparties shall attempt to agree upon a single arbitrator. The decision rendered If the parties cannot agree upon a single arbitrator, either party may request the AAA to appoint an arbitrator in accordance with its rules, subject to the qualifications specified below. If the parties fail to agree on an arbitrator from those named by the arbitrators shall be final and binding and may be entered as a judgment in AAA or if for any court of competent jurisdiction. The arbitrators shall control reason the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could appointment cannot be made or imposed from the AAA submitted lists, each party shall appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be appointed by a court deciding the matter AAA. For any three member arbitration panel, the chairman shall be an attorney with experience in handling disputes in the same jurisdiction. (c) Any issue concerning computer industry and the extent to which any dispute is subject to arbitrationother two shall have background or training in computer law, computer science or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed computer industry. A single arbitrator agreed upon by the Federal Arbitration Act and resolved by parties shall have a background or training in computer law, computer science or the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesecomputer industry. (d) Each party The arbitrators shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (have no power or authority to include search time and reproduction costs)reform this Agreement. The parties arbitrators shall equally split have the fees power and authority to award equitable relief other than reformation, including injunction and specific performance, nor to determine any matter requiring agreement of the arbitration parties. The arbitrators shall have no power or authority to award punitive damages. The arbitrators shall have the power and authority to award consequential, special, indirect, or incidental damages only as permitted by the arbitratorsterms of this Agreement. (e) This Agreement shall remain in effect during the pendency of the dispute resolution process without any interruption of service or performance by either party.

Binding Arbitration. (a1) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures Except as set forth herein in Section 15.5(b) or under any applicable securities laws, any individual claim or dispute (collectively "Claims") of every type (whether under statute, in contract, tort or otherwise and the Arbitration Rules whether for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rulesmoney damages, this Agreement will control. (bpenalties or declaratory or equitable relief) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment arising from or related in any court of competent jurisdiction. The arbitrators shall control the scheduling so as way to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all question regarding its existence, validity or part termination, or the operation and management of these procedures are invalid the Fund by the Fund or unenforceablethe Manager, or their employees, officers, directors, agents or assigns, shall be resolved by binding arbitration governed by the Federal Arbitration Act and resolved by conducted in accordance with rules of the arbitratorsAmerican Arbitration Association, provided however, that if the Federal Arbitration Act should be held inapplicable for any reason, including the ruling of a court, then the laws of the State of Delaware shall apply to such arbitration hearing and proceeding. No potential The number of arbitrators shall be three (3), with each Party having the right to appoint one arbitrator, who shall together appoint a third neutral arbitrator, each such arbitrator may serve on having experience in the panel unless he or she has agreed field of securities law and offerings, including private securities offerings. Such arbitration hearing and proceedings shall be conducted in writing to abide and be bound by theseNew York, New York. (d2) Each party The Parties hereby expressly waive any right of appeal to any court. There will be no written record or transcript of the proceedings required, unless otherwise requested by the Parties or a Party, who shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs thereof. All of production of documents (to include search time the Arbitrators' orders and reproduction costs)decisions may be enforceable in, and judgment upon any award may be rendered in the arbitration proceeding may be confirmed and entered by, a Delaware court having proper jurisdiction. The parties shall equally split Parties agree that all arbitration proceedings concluded hereunder and the fees decision of the arbitration Arbitrators shall be kept confidential and not disclosed to any third party, except for a Party's affiliates, accountants and lawyers. (3) Notwithstanding anything else contrary contained herein, the arbitratorsArbitrators shall have no authority or power to award consequential, special, indirect, treble, exemplary or punitive damages of any type, the Parties hereby waiving their rights, if any, to recover consequential, special, indirect, treble, exemplary or punitive damages with respect to this Agreement.

Binding Arbitration. 9.2.1 Any controversy, dispute or claim (awhether lying in contract or tort) Any dispute not between the Parties arising out of or related to this Agreement or the breach, termination or validity thereof (“Dispute”) shall, after the expiration of the time period set forth in Section 9.1.2 at the request of any Party be submitted to arbitration in accordance with this Section 9.2. *** Confidential treatment requested. 9.2.2 All Disputes shall, except as provided herein, be solely and finally settled by a single arbitrator; provided, however, in the parties by structured negotiation event the amount in controversy, whether in an individual Dispute or in the aggregate as to multiple Disputes between the Parties, is ***, the Parties agree to submit such Disputes to a board of arbitrators consisting of three arbitrators, as set forth below (other than actions for injunctive relief including specific performance) the term “Arbitrators” shall be submitted only refer to binding arbitrationthe board of arbitrators or the single arbitrator, as applicable). The arbitration will proceedings shall be held in Dallas, Texas, and except as otherwise may be provided in this Section 9.2, the arbitration proceedings shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA. In the event of a conflict with such rules, this Agreement will control”). 9.2.3 If either Party determines to submit a Dispute for arbitration pursuant to this Section 9.2, such Party shall furnish the other Party to the Dispute with a dated, written statement (bthe “Arbitration Notice”) The indicating (i) such Party’s intent to commence arbitration shall take place in Seattleproceedings, Washington(ii) the nature, before with reasonable detail, of the Dispute, and (iii) the remedy or remedies such Party will seek. Where the Parties use a panel single arbitrator, within *** of three arbitrators appointed as follows: each party the Arbitration Notice, the Parties shall select a single arbitrator from a list of members of the AAA’s National Panel of Commercial Arbitrators. If the parties use a single arbitrator, that arbitrator must be “neutral.” A “neutral” arbitrator shall be a Party who would not be subject to disqualification under rule No. 17 of the AAA Rules. If the Parties do not reach agreement on the selection of a single arbitrator within the *** period, the AAA shall have the right to make such selection upon the request of any Party to the arbitration proceedings. Where the Parties use a board of arbitrators, within *** of the date of the Arbitration Notice, the Party commencing the arbitration (the “Petitioner”) and the two Party with whom the Petitioner has its Dispute (2the “Respondent”) selected shall each select one qualifying arbitrator (and provide written notice of such selection to the Respondent and Petitioner). A “qualifying” arbitrator is a Party who is not (i) an Affiliate of either the Petitioner or Respondent or (ii) counsel to any such Party at such time. If either the Petitioner or Respondent fails to select a qualifying arbitrator or provide such notice within the *** period, the AAA shall have the right to make such selection upon the request of any party to the arbitration proceedings. (Such qualifying arbitrators hereafter may be referred to, respectively, as the “First Arbitrator” and the “Second Arbitrator.”). *** Confidential treatment requested. 9.2.4 Within *** following their selection, the First Arbitrator and Second Arbitrator shall mutually agree upon select (and provide written notice to the Respondent and the Petitioner of such selection) a thirdthird arbitrator (the “Third Arbitrator”) from a list of members of the AAA’s National Panel of Commercial Arbitrators. The arbitrators selected Third Arbitrator must be “neutral.” A “neutral” arbitrator shall be an individual who would not be subject to disqualification under rule No. 17 of the AAA Rules. At any time within *** after the date of the Arbitration Notice, the Petitioner and Respondent can make discovery requests of the other (including requests for delivery of documents, production of witnesses for deposition testimony and delivery of interrogatory responses). The recipient of a discovery request shall have knowledge *** after the receipt of such request to object to any or all portions of such request and experience make an application to the Arbitrators to limit the scope of such discovery request, and shall respond to any portions of such request not so objected to within *** of the receipt of such request. All objections shall be in writing and shall indicate the reasons for such objections. Within five Business Days after the end of the period for the submission by the requested party of an application to limit the discovery request, the Arbitrators shall grant or deny such discovery request, in whole or in part, to the extent the Arbitrators determine such discovery is or is not, as the case may be, reasonably necessary to enable the requesting party to obtain information relevant to the Dispute without unreasonably burdening the requested party. The requested party shall comply with a discovery request granted by the Arbitrators within ***after such discovery request is granted, or within such longer period as the Arbitrators may determine upon application of the requested party for extension thereof for reasonable cause. Neither party shall be permitted to make more than one application for discovery to the Arbitrators. All depositions shall be taken in the computer software city in which the Person being deposed resides or has its principal place of business, unless otherwise agreed by the parties. The arbitrators Arbitrators are not authorized to subpoena documents or perform independent investigations. Hearings must commence no later than *** following the date of the Arbitration Notice and such hearings shall rule on be conducted for no more than five Business Days. Each of the dispute by issuing a written opinion setting forth findings of fact Petitioner and the rationale Respondent shall submit a brief, outlining such party’s claim for relief or defense to any claim, to the other and to the Arbitrators on or before the tenth day before the date of the first hearing. Reply briefs must be exchanged and submitted to the Arbitrators on or before the third day before the date of the first hearing. 9.2.5 The Respondent and Petitioner shall each submit to the Arbitrators within 20 days following the last hearing a proposed order for disposing of the Dispute(s) presented. The final decision of the Arbitrators is due on or before the thirtieth day following the date of the last hearing. The Arbitrators shall issue a final decision that, in their judgment, is consistent with the terms of this Agreement, the intent of the parties, and Law, as supported by evidence presented by the Petitioner and Respondent in the arbitration proceeding or, if the subject matter of the Dispute is not clearly addressed in or determinable under this Agreement, that, in their opinion, would be most fair to the Petitioner and Respondent. The Arbitrators shall have no authority to award any punitive, special or exemplary damages. The Arbitrators shall be required to provide reasons for their decision within thirty (30) days after the close of hearingsdecision. The decision rendered foregoing time periods and procedural steps may be modified or extended by the arbitrators Arbitrators in their discretion to the extent they deem necessary to prevent fundamental unfairness; provided that, at all times the Arbitrators shall be mindful of the parties’ desire for the most expeditious possible resolution of Disputes. 9.2.6 To the extent permissible under applicable Law, the Parties agree that the award of the Arbitrators shall be final and binding and shall not be subject to judicial review. Judgment on the arbitration award may be entered as a judgment and enforced in any court having jurisdiction over the Parties or their assets. It is the intent of competent jurisdictionthe Parties that the arbitration provisions hereof be enforced to the fullest extent permitted by applicable Law, including the Federal Arbitration Act, 9 U.S.C. § 2. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified Nothing contained in this Section may be extended upon mutual agreement of 9.2 shall prevent the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum Parties from seeking injunctive relief or require arbitration of any combination of thirty-five (35) (none of issue for which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable injunctive relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed sought by a court deciding the matter in the same jurisdictioneither Party hereto. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any If the Parties do not resolve a dispute not settled by as provided in Section 12.2.2, and a Party wishes to pursue the parties by structured negotiation (other than actions for injunctive relief including specific performance) matter, each such dispute that is neither an Excluded Claim shall be submitted only to resolved by binding arbitration. The arbitration will be conducted in accordance with then effective International Chamber of Commerce (“ICC”) rules, and judgment on the procedures set forth herein arbitration award may be entered in any court having jurisdiction thereof. The decision rendered in any such arbitration shall be final and not appealable. If either Party intends to commence binding arbitration of such dispute, such Party shall provide written notice to the other Party informing the other Party of such intention and the Arbitration Rules for Commercial Arbitration Rules issues to be resolved. Within [***] after the receipt of such notice, the AAA. In other Party may by written notice to the event of a conflict with such rulesParty initiating binding arbitration, this Agreement will controladd additional issues to be resolved. (b) The arbitration shall take place in Seattle, Washington, before be conducted by a panel of three [***], none of whom shall be a current or former employee or director, or a then-current stockholder, of either Party or their respective Affiliates. The arbitrators appointed as follows: must have at least [***] of experience in the pharmaceutical industry. Within [***] after receipt of the original notice of binding arbitration, each party Party shall select a single arbitrator, one (1) person to act as arbitrator and the two (2) Party-selected arbitrators shall mutually select a third arbitrator within [***] (for which the relevant countries are the U.S. and Japan only) of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon a thirdthe third arbitrator, the third arbitrator shall be appointed in accordance with the ICC rules. The arbitrators selected shall will have knowledge and experience in the computer software businessauthority to decide the arbitrability of the dispute. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings place of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators arbitration shall be final Hong Kong, and binding all proceedings and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery communications shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionEnglish. (c) Any It is the intention of the Parties that discovery, although permitted as described herein, will be limited except in exceptional circumstances. The arbitrators shall permit such limited discovery necessary for an understanding of any legitimate issue concerning raised in the extent to which any dispute is subject to arbitration, including the production of documents. No later than [***] after selection of the third arbitrator, the Parties and their representatives shall hold a preliminary meeting with the arbitrators, to mutually agree upon and thereafter follow procedures seeking to assure that the arbitration shall be concluded within [***] from such meeting. Failing any such mutual agreement, the arbitrators shall design, and the Parties shall follow procedures to such effect. (d) Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any preliminary injunctive or concerning provisional relief necessary to protect the applicability, interpretation, rights or enforceability property of these procedures, including that Party pending the arbitration award. The arbitrators shall have no authority to award punitive or any contention other non-compensatory damages. The arbitrators shall have the power to order that all or part of these procedures are invalid the legal or unenforceable, shall other costs incurred by a Party in connection with the arbitration be governed paid by the Federal Arbitration Act and resolved by other Party. Each Party shall bear an equal share of the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide ’ and be bound by theseany administrative fees of arbitration. (de) Each party Except to the extent necessary to confirm or enforce an award or as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall bear its own costs an arbitration be initiated after the date when commencement of arbitration. A party seeking discovery shall reimburse a legal or equitable Proceeding based on the responding party dispute, controversy or claim would be barred by the costs applicable statute of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitratorslimitations.

Binding Arbitration. (aIn the event the JDC cannot reach agreement with respect to a particular matter that is properly to be decided by unanimous vote of the JDC under Section 2.2.3(c) Any dispute above, and such matter is not settled resolved by the parties applicable Negotiators in accordance with Section 2.2.3 above, then the matter shall be referred to binding arbitration by structured negotiation one (1) arbitrator. In such arbitration, the arbitrator shall be an independent expert (including in the area of the dispute) in the pharmaceutical or biotechnology industry mutually acceptable to the Parties. The Parties shall use their best efforts to mutually agree upon one (1) arbitrator; provided, however, that if the Parties have not done so within ten (10) days after initiation of arbitration hereunder, or such longer period of time as the Parties have agreed to in writing, then such arbitrator shall be an independent expert as described in the preceding sentence selected by the Chicago office of the American Arbitration Association. Such arbitration shall be limited to casting the deciding vote with respect to matter in dispute, and in connection therewith, each Party shall submit to the arbitrator in writing its position on and desired resolution of such matter. Such submission shall be made within ten (10) days of the selection or appointment of the arbitrator, and the arbitrator shall rule on such matter and cast the deciding vote within ten (10) days of receipt of the written submissions by both Parties. The arbitrator shall select one of the Party’s positions as his decision, and shall not have authority to render any substantive decision other than actions to so select the position of either Celgene or Array; provided, however, that the arbitrator shall not have the authority to select a Party’s position if such position would require Array to conduct clinical trial activities that are not within the general guidelines and objectives for injunctive relief including specific performancetrial designs previously agreed by the Parties (“Trial Design Guidelines”) as interpreted by the arbitrator. Except as provided in the preceding sentence, such arbitration shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for then-current Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdAmerican Arbitration Association. The arbitrators selected shall have knowledge arbitrator’s ruling and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators vote shall be final and binding and may be entered as a judgment in any court of competent jurisdictionupon the Parties. The arbitrators costs of any arbitration conducted pursuant to this Section 2.3 shall control be borne equally by the scheduling so as to process the matter expeditiouslyParties. The times specified in this Section may be extended upon mutual agreement of Parties shall use diligent efforts to cause the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum completion of any combination of thirty-five such arbitration within sixty (3560) (none of which may have subparts) of interrogatories, demands to produce documents, and requests days following a request by any Party for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsuch arbitration. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If any dispute shall arise between the parties to this Contract, either before or after its termination, with reference to the interpretation of this Contract, including the formation or validity thereof, or the rights of either party with respect to any transactions under this Contract, the dispute shall be referred to three (a3) Any dispute not settled arbitrators. One arbitrator is to be chosen by each party and the third by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only two so chosen. If either party refuses or neglects to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision appoint an arbitrator within thirty (30) days after the close receipt of hearingswritten notice from the other party requesting it to do so, the requesting party may nominate two (2) arbitrators who shall choose the third. In the event the arbitrators do not agree on the selection of the third arbitrator within thirty (30) days, each arbitrator shall name three (3), of whom the other arbitrator shall decline two (2) and the decision shall be made by drawing lots. All arbitrators shall be executive or retired officers of insurance or reinsurance companies or underwriters at Lloyd's of London, not under the control of either party to this Contract. If more than one Reinsurer is involved in the same dispute, all such Reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Reinsurer under the terms of this Contract from several to joint. Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the arbitrators. The arbitrators shall consider this Contract an honorable engagement rather than merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision rendered by of a majority of the arbitrators shall be final and binding on both the Company and the Reinsurer. Judgment may be entered as a judgment upon the award of the arbitrators in any court of competent having jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear the fee and expenses of its own costs arbitrator, one half of the fees and the expenses of the third arbitrator and one half of the other expenses of the arbitration. A party seeking discovery shall reimburse In the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split event both arbitrators are chosen by one party, the fees of the arbitrators shall be equally divided between parties. Any such arbitration and shall take place in Hatboro, Pennsylvania, unless some other location is mutually agreed upon by the arbitratorsparties.

Binding Arbitration. (a) Any dispute If a grievance has not settled been satisfactorily resolved during the process described in 3.B. above, the MSEA may submit the grievance to binding arbitration by submitting a written “Request for Arbitration” to the parties by structured negotiation Labor Relations Connection (other than actions LRC) with a copy to the Executive Director (or designee), including a statement of the grievance to be arbitrated, the section(s) of the Agreement claimed to have been violated, and a statement of the remedy sought. Such a “Request for injunctive relief including specific performanceArbitration” must be made within forty-two (42) days of receipt of the Executive Director’s written decision. An arbitrator shall be submitted only to binding arbitration. The arbitration will be conducted selected through the LRC in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will controlits rules then in effect. (b) The arbitration arbitrator shall take place in Seattlehave no authority to add to, Washingtonsubtract from or modify this Agreement. (c) The decision of the arbitrator shall be final and binding on the MainePERS, before a panel and the MSEA and the employee(s) affected. (d) All costs of three arbitrators appointed as follows: arbitration, including the fees and expenses of the arbitrator, shall be divided equally between the MainePERS and the MSEA, provided that each party shall select a single arbitratorbear the full expense of preparing and presenting its own case, including costs of counsel. (e) The arbitrator shall fix the time and place of the two (2) selected arbitrators shall mutually agree upon a thirdhearing, taking into consideration the convenience of the parties. The arbitrators selected arbitrator shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing be requested to issue a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after completion of the close of hearingsproceedings. The decision rendered arbitrator shall be bound by the arbitrators rules of the LRC which are applicable to labor relations arbitration and which are in effect at the time of the proceedings. In the event of a dispute as to the arbitrability of an issue, the arbitrator shall be final and binding and may be entered as make a judgment preliminary determination on that subject. The arbitrator shall not consider more than one pending grievance dispute in any court of competent jurisdiction. The arbitrators shall control arbitration proceeding, except by the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual specific written agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionparties. (cf) Any issue concerning In a grievance involving the extent to which any dispute is subject to arbitrationdischarge of an employee, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, arbitration hearings shall be governed by commenced within four (4) months of the Federal Arbitration Act filing of the request for arbitration with the LRC, and resolved by any subsequent hearing dates that are required will be scheduled at the arbitratorsearliest convenient opportunity of the arbitrator and the parties. No potential arbitrator may serve on In the panel unless he or she has agreed in writing to abide and be bound by theseevent of a scheduling conflict, arbitration of grievances involving discharge shall have priority over all other pending grievance arbitration matters. (dg) Each party In the event of an award of back pay, the arbitrator shall bear its own costs of arbitration. A party seeking discovery shall reimburse reduce the responding party award by any unemployment compensation received by the costs of production of documents employee during the back pay period and by any other money received from MainePERS by the employee in relation to the matter arbitrated. (to include search time and reproduction costs). The parties shall equally split the fees h) At least ten (10) days in advance of the arbitration hearing date, the parties will exchange lists of documents anticipated to be offered in evidence or relied upon by witnesses. If either party determines after this period that additional witnesses or documents will be offered or relied on, that party will notify the other party as soon as the determination is made and not later than forty-eight (48) hours in advance of the arbitratorshearing. (i) At least fourteen (14) days in advance of the date set for the first arbitration hearing, the parties will make a good faith attempt to resolve the dispute.

Binding Arbitration. Advance Paradigm and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meeting and conference shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services ("JAMS"), or the parties may initiate such other procedures as they may mutually agree upon at such time. (a) Any dispute not The parties further agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, whether involving a claim in tort, contract, or otherwise, shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to final and binding arbitration, upon the motion of either party, to arbitration under the appropriate rules of the AAA or JAMS, as agreed by the parties. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAA. In matter and facts and include copies of all related documents supporting the event of a conflict with such rules, this Agreement will controldemand. (b) The All such arbitration proceedings shall take place in Seattlebe administered by the AAA or JAMS, Washingtonas agreed by the parties; however, before a panel of three arbitrators appointed as follows: each party the arbitrator shall select a single arbitratorbe bound by applicable state and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close conclusions of hearingslaw. The parties agree that the decision rendered by of the arbitrators arbitrator shall be final and binding and as to each of them. Judgment upon the award rendered by the arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators arbitrator shall control have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the scheduling so as to process the matter expeditiouslyparties. The times specified in this Section may be extended upon mutual agreement arbitrator shall make findings of the parties upon a showing fact and conclusions of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators law and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power authority to make an any award or impose a remedy that which could not be have been made or imposed by a court deciding of law. The party against whom the matter in award is rendered shall pay any monetary award and/or comply with any other order of the same jurisdictionarbitrator within sixty (60) days of the entry of judgment on the award. (c) Any issue concerning the extent to which any dispute is subject In all cases submitted to arbitration, or concerning the applicabilityparties agree to share equally the administrative fee as well as the arbitrator's fee, interpretationif any, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, unless otherwise assessed by the arbitrator. The administrative fees shall be governed advanced by the Federal Arbitration Act and resolved initiating party subject to final apportionment by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesethis award. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. 18.9.1 If the Association is not satisfied with the disposition of the grievance at the Board level, it may refer the matter for arbitration by providing the Board with written notice of intent to arbitrate within ten (a10) Any dispute not settled by days of the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationdate of the Board’s disposition. The arbitration will be conducted in accordance with parties shall have ten (10) days from the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules date of the AAA. In the event notice of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall intent to arbitrate to mutually agree upon a thirdan arbitrator. The arbitrators selected If the parties do not mutually agree within that ten (10) day time period, the Association shall have knowledge and experience in file its Demand to Arbitrate with the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision American Arbitration Association (AAA) within thirty (30) days after of the close date of hearingsthe Board’s disposition and the arbitrator shall be selected by the AAA in accordance with its rules. 18.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall submit to the other party not less than three (3) days prior to the hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the hearing and hold a conference at that time in an attempt to settle the grievance. 18.9.3 The decision rendered by of the arbitrators arbitrator shall be final and conclusive and binding upon the employees, the Board and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as BSEA; subject to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement right of the parties upon a showing Board or the BSEA to judicial review, any lawful decision of good cause. The parties may submit written briefs. Discovery the arbitrator shall be controlled by forthwith placed into effect. 18.9.4 Powers of the arbitrators and shall be permitted as follows: each party may submit in writing arbitrator are subject to the other party, and that party following limitations: a) He/she shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 18.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 18.9.6 If either party disputes the arbitrability of any grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no eventpower to rule, even if it shall be referred back to the parties without decision or recommendations on its merits. 18.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 18.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 18.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 18.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other portion of these provisions is held than when a teacher or a participating Association representative are to be invalid or unenforceableat his/her assigned duty station. 18.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the arbitrators arbitrator shall have no power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionorder one. (c) Any issue concerning 18.9.12 Grievance negotiations and arbitration matters shall be scheduled after the extent to which regular school day only. Under special Board consideration, a teacher engaged during the school day in negotiating on behalf of the Association with any dispute is subject to arbitration, representative of the Board or concerning the applicability, interpretation, or enforceability of these proceduresparticipating in any professional grievance negotiation, including any contention that all arbitration at the request of the school Board or part of these procedures are invalid or unenforceable, state labor mediation board shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesereleased from regular duties without loss of salary. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not controversy arising out of or related to this Agreement or the breach thereof or an investment in the Investor Units shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Orange County, California, in accordance with the procedures set forth herein rules of The American Arbitration Association (the “AAA”), and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Orange County office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorney’s fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by him or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration and to proceed, including interrogatories or other discovery; provided, in any event each Member shall be entitled to discovery. This Section 17.12 shall be construed to the arbitratorsmaximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Section 17.12, including any commercial arbitration rules or rules of the AAA shall be invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity shall not invalidate all of this Section 17.12. In that case, this Section 17.12 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 17.12 shall be construed to omit such invalid or unenforceable provision.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) dispute, controversy or claim arising out of or in connection with or relating to this Supplement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted only to and settled by binding arbitration. The arbitration will be conducted in Des Moines, Iowa, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the Executive shall select one arbitrator and the third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of a forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 7.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Supplement, either party may bring an action in the District Court of Polk County, or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party bringing the action nor the party defending the action thereby waives its right to arbitration of any dispute, controversy or claim arising out of or in connection or relating to this Supplement. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Supplement, either party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrators. The parties agree that in any arbitration commenced pursuant to this Supplement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as would be available in a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event of a conflict that either party fails to comply with such rulesits discovery obligations hereunder, this Agreement will control. (bthe arbitrator(s) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge full power and experience in authority to compel disclosure or impose sanctions to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings full extent of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement Rule 37 of the parties upon a showing Federal Rules of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionCivil Procedure. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) The parties agree to attempt to settle any -------------------- dispute under this Agreement by mutual discussion and consent. Any dispute between the parties not resolved by amicable discussions shall be settled by binding arbitration, which may be commenced by notice from either party to the parties by structured negotiation other at any time during the Term pursuant to the provisions hereof governing notice (the "Commencement Notice"). Any such notice shall contain a short, clear statement of the nature of the dispute (the "Statement"). The party receiving the notice may, but is not required to, reply to the notice promptly with its own Statement. Within 10 days of receipt of any Commencement Notice each party, pursuant to the provisions hereof governing notice, shall advise the other than actions of the name, address, affiliation, and phone number of one individual, not an employee, director or agent of that party, or a relative of any of the foregoing. The two individuals so appointed shall appoint within 10 days thereafter a third individual who shall be a person with generally recognized competence in the field of the manufacture, marketing and sale of biomaterials for injunctive relief including specific performancehealthcare use. The three individuals so appointed (the "Arbitrator(s)") shall be submitted receive and consider any relevant information provided to them by either party, either orally or in writing, if, but only if, the information is provided to binding arbitrationeach of the three individuals both within 10 days of the date of the appointment of the third Arbitrator and is either accompanied by the sworn affidavit of an officer of the submitting party * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- attesting to its accuracy and completeness, or is given under oath (all such information hereafter "Evidence"). The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules Arbitrators shall, by a majority vote taken within 10 days of the AAAreceipt of all Evidence, render a written judgment based solely upon the Evidence that is the narrowest reasonable award dispositive of the dispute contained in the Statements. In Any arbitration commenced by one party against the event of a conflict with such rules, this Agreement will control. (b) The arbitration other shall take place in Seattlethe jurisdiction of the other, Washingtonexcluding cross-actions. The costs of the arbitration, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, including administrative and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceableArbitrators' fees, shall be governed shared equally by the Federal Arbitration Act and resolved by the arbitratorsparties. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs and attorneys' and witnesses' fees. Neither party shall commence any action in any court to resolve any dispute between them except to confirm any such arbitration award. Commencement of arbitrationany such action shall be a breach of this Agreement entitling the other, in addition to any other remedy it may have at law or in equity, to terminate this Agreement forthwith. A party seeking discovery shall reimburse Accepted by the responding party the costs of production of documents following authorized individuals: ▇▇▇▇▇▇ ▇▇▇▇ Corporation Organogenesis Inc. By: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------------- ------------------------------ Print: Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------ Title: President and CEO Title: Vice President, Operations ------------------------------ Date: Date: 4/10/01 4/12/01 ---------------------------------- ------------------------------ * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (to include search time and reproduction costs). continued) --------------------------------- SCHEDULE A-PRODUCT SPECIFICATIONS --------------------------------- The parties shall equally split the fees will mutually agree to, and will attach, Specifications as soon as reasonably practicable. Date: [insert date] * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- SCHEDULE B--PRICING ------------------ Engineered Collagen Matrix Products - Individually Final Packaged and Gamma --------------------------------------------------------------------------- Sterilized ---------- ------------------------------------------------------------------------------- Annual Order Quantity ------------------------------------------------------------------------------- Piece Pricing ******** *********** ********** ------------------------------------------------------------------------------- Wound Dressing (single layer): ******** ******** ********* 5cm [multiply] 5cm ------------------------------------------------------------------------------- 10cm [multiply] 10cm ******** ******** ********* ------------------------------------------------------------------------------- Surgical Patch (5 layers): ******** ******** ********* 5cm [multiply] 10cm ------------------------------------------------------------------------------- 10cm [multiply] 15cm ******** ******** ********* ------------------------------------------------------------------------------- Urogyn Sling (5 layers): ******** ******** ********* 2cm [multiply] 10cm ------------------------------------------------------------------------------- 2cm [multiply] 30cm ******** ******** ********* ------------------------------------------------------------------------------- Dura Patch (4 layers): 5cm [multiply] 5cm ******** ******** ********* ------------------------------------------------------------------------------- 10cm [multiply] 10cm ******** ******** ********* ------------------------------------------------------------------------------- Date: February 5, 2001 * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- SCHEDULE C--DRAWING ------------------- The parties will agree to and will attach a drawing suitable for Supplier's quality system as soon as reasonably proacticable. Date: [insert date] * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- COPY OF PHASE II PROPOSAL (REVISED) ----------------------------------- January 19, 2001 REVISED ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------- Organogenesis, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇ Canton, MA 02021 Dear ▇▇▇▇▇▇▇: Thank you for this opportunity to continue to work with Organogenesis on your Engineered Collagen Matrix (ECM) product. Per our previous conversations, we are happy to quote on Phase 2 development of the arbitration and commercial manufacturing process for this product. Based upon our previous review of the arbitratorsinformation you have provided as well as ongoing discussions, we have prepared a detailed analysis of the tasks required in order to provide you with commercial quality ECM product manufactured by ▇▇▇▇▇▇ ▇▇▇▇. We are confident we can provide you with product that meets your specifications.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Hennepin County, Minnesota, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Minneapolis office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration and to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the arbitratorsMinnesota Uniform Arbitration Act, Minn. Stat. ▇▇.▇▇. 572.08 - 572.30.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) A. This Agreement and all matters arising from or connected with it shall be submitted only to binding arbitration. The arbitration will be conducted governed by and construed in accordance with the procedures set forth herein and laws of the State of South Dakota, without regard to the conflict of law provisions thereof. B. Any dispute, controversy or claim arising from or connected with this Agreement, including, without limitation, one regarding the existence, validity or termination of this Agreement or the consequences of its nullity (a "Dispute") shall be finally resolved by arbitration using the Rules of the American Arbitration Rules for Association’s Commercial Arbitration Rules of and Arbitration Procedures which are deemed to be incorporated by reference into this section. However, the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattlenot be filed with the American Arbitration Association or operate under its auspices. Rather, Washingtonthe Parties shall mutually agree upon a single arbitrator who is licensed to practice law and certified as a neutral (“a Neutral”); if the Parties cannot agree upon a Neutral, before a panel of three arbitrators appointed as follows: then each party shall select a Neutral who has no current or prior attorney-client relationship with either party and the selected Neutrals shall then select a Neutral to serve as the single arbitrator. C. The seat of the arbitration shall be the City of Sioux Falls, South Dakota, and the two (2) selected arbitrators language of the arbitration shall mutually be English. D. The failure or refusal of any party, having been given due notice thereof, to participate at any stage of the arbitration proceedings shall not prevent the proceedings from continuing, nor shall such failure or refusal impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings. E. The parties waive any right to refer points of law or to appeal to the courts, to the extent that such waiver can validly be made. F. The parties agree upon a third. The arbitrators selected that the arbitrator shall have knowledge and experience the power to order on a provisional basis any relief which it would have power to grant in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators final award. G. Any arbitral award shall be final binding from the day it is made and binding and judgment upon the award may be entered as a judgment in any court of competent jurisdiction. H. Notwithstanding the foregoing, either party may seek interim measures of protection, including temporary, preliminary and injunctive relief from a court of competent jurisdiction, but only to the extent necessary to obtain, or to challenge the grant or continuation of, that relief. The arbitrators Parties shall control the scheduling so otherwise still be required to act in accordance with this Paragraph 17.02 as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests if no application for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable interlocutory relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionhad been made. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (aincluding but not limited to any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) Any dispute not arising out of or related to this Agreement (including any amendments or extensions and any agreements attached as Exhibits hereto), or the breach or termination thereof shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration then current CPR Institute for Dispute Resolution Rules for Commercial Non-administered Arbitration Rules of the AAABusiness Disputes, and this provision. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal United States Arbitration Act Act, 9 U.S.C. ss.ss. 1-16 to the exclusion of any provision of state law inconsisten▇ ▇▇▇rewith or which would produce a different result, and resolved judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be held in Houston, Texas, or at some other location as mutually agreed upon by the parties. There shall be three arbitrators. No TMR and SLOPI shall each select an arbitrator, and those arbitrators shall select the third arbitrator. To the extent the parties' dispute(s) concern matters of (i) oil and gas law, geology and/or petroleum engineering and/or (ii) environmental law and/or environmental science, then each arbitrator must be trained and knowledgeable in such matters. The arbitrators shall determine the claims of the parties and render a final award. The arbitrators shall set forth the reasons for the award in writing. All statutes of limitations and defenses based upon passage of time applicable to any claim of a defending party (including any counterclaim or set-off) shall be tolled while the arbitration is pending. The obligation to arbitrate all controversial claims shall extend to the successors, assigns and third party beneficiaries of the parties. The arbitrators shall order the parties to promptly exchange copies of all documents regarding the materials in dispute, potential arbitrator may serve on facts, witness lists and expert witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the panel unless he hearing any or she has agreed in writing to abide all listed witnesses, both fact and be bound expert, within such party's control. Any additional discovery shall only occur by these. (d) agreement of the parties or as ordered by the arbitrators upon a finding of good cause. Each party shall bear its own costs costs, expenses and attorney's fees; provided that if court proceedings to stay litigation or compel arbitration are necessary, any party who, in such court proceedings, unsuccessfully opposes implementation of any part of these arbitration requirements shall pay all reasonable associated costs, expenses, and attorney's fees in connection with such court proceeding. In order to prevent irreparable harm, the arbitrators shall have the power to grant temporary or permanent injunctive or other equitable relief. Prior to the appointment of an arbitrator a party may, notwithstanding any other provision of this Agreement, seek temporary injunctive relief from any court of competent jurisdiction; provided that the party seeking such relief shall (if arbitration has not already been commenced) simultaneously commence arbitration. A party seeking discovery Such court ordered relief shall reimburse not continue more than ten (10) days after the responding party appointment of the costs of production of documents arbitrators (to include search time and reproduction costsor in any event for longer than sixty (60) days). The parties Except as required by law (and then only after prior notice to the other party), no party shall equally split disclose the fees facts of the underlying dispute or the contents or result of the arbitration without the prior consent of all parties. If any part of this arbitration provision is held to be unenforceable, it shall be severed and shall not affect either the arbitratorsduty to arbitrate or any other part of this provision.

Binding Arbitration. (a) Any dispute A. If the grievance is not settled at Level Three, the Union may submit it to binding arbitration by providing written notice to the Superintendent within ten (10) business days of receipt of the Board’s answer at Level Three. B. After filing a request for arbitration, but prior to selecting a hearing officer, the District and Union shall attempt to settle the grievance through mediation. The mediator and the date for the settlement conference will be mutually agreed upon by the parties District and the Union. Fees charged by structured negotiation (other than actions for injunctive relief including specific performance) the mediator, if any, shall be submitted only split equally by the parties. All other costs shall be borne by the party incurring them. C. If the parties are unable to binding arbitrationsettle the grievance through mediation, the District and Union will each appoint an attorney who will represent that party in the arbitration hearing. The arbitration will be conducted in accordance with the procedures set forth herein attorneys shall confer and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdhearing officer and a date for the arbitration hearing. D. The hearing officer’s authority is limited to determining violations of the express terms of this Agreement. The arbitrators selected hearing officer shall limit him/herself to the issues submitted involving the grievance and shall consider nothing else. S/he shall have knowledge and experience in no authority to add to, subtract from, or change the computer software business. The arbitrators Agreement between the parties, but shall be permitted to rule on the dispute arbitrability of the issues raised by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearingsparties. The decision rendered by the arbitrators hearing officer shall be final and binding and may be entered have no authority to rule upon any matter which has been retained as a subjective judgment in any court of competent jurisdiction. The arbitrators shall control management, such as ratings on performance evaluations or the scheduling so as measurement of an employee’s or applicant’s qualifications, skills, abilities, and experience. E. To encourage the parties to process resolve the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and prior to arbitration, no party shall be permitted as follows: each party may submit in writing to offer any evidence or arguments at the other partyarbitration hearing not already presented at Step One, and that party Two or Three of the grievance process. The hearing officer shall so respond, have no authority to consider such evidence or arguments. F. The decision of the hearing officer shall be binding on both parties. G. In order to keep costs to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementminimum, the arbitrators may not award non-monetary arbitration hearing shall be held at a District facility or equitable relief of any sort. They will have no power to award damages inconsistent with other free location arranged by the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionDistrict. (c) Any issue concerning H. The cost of the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, hearing officer shall be governed shared equally by the Federal Arbitration Act and resolved parties. All other costs shall be borne by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseparty incurring such cost. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by If the parties should have a dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder and without limiting the City’s right to terminate this Agreement as set forth in Section 13, then the parties will resolve such dispute in the following manner: (i) any party may at any time deliver to the other a written dispute notice setting forth a brief description of the issue(s) for which such notice initiates the dispute resolution mechanism contemplated by structured negotiation this Section 23; (other than actions for injunctive relief including specific performanceii) shall be submitted only during the 45 day period following the delivery of the notice described in Section 23(i) above, appropriate representatives of the parties will meet and seek to resolve the disputed issue(s) through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue(s) through negotiation, then within 15 days after the period described in Section 23(ii) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration. The arbitration will be conducted in Wilmington, Delaware in accordance with the procedures set forth herein then existing rules (the “Rules”) of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the state of Delaware, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (a) discovery shall be allowed and governed by the Rules, and (b) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three members, one of whom shall be appointed by each of the respective parties and the Arbitration Rules for Commercial Arbitration Rules third of whom shall be the chairman of the AAApanel and be appointed by mutual agreement of said two party-appointed arbitrators. In the event of a conflict failure of said two arbitrators to agree within 30 days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the AAA in accordance with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each the Rules. In the event that either party shall select fail to appoint an arbitrator within 15 days after the commencement of the arbitration proceeding, such arbitrator and the third arbitrator shall be appointed by the AAA in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, decision shall be governed rendered within no more than 30 days or such other period agreed to by the Federal Arbitration Act and resolved by parties. Nothing herein shall restrict the arbitrators. No potential arbitrator may serve on parties from limiting the panel unless he discovery or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the having less than three arbitrators.

Binding Arbitration. (a) Any If a covered dispute not settled remains unresolved at the conclusion of the mediation process, either party may submit the dispute for resolution by final binding arbitration under the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationProcedure. The arbitration will be conducted under the employment Dispute Resolution Rules of the AAA, as amended and effective on June 1, 1997, and as amended from time to time thereafter. These Rules, incorporated by reference herein, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information prior to a hearing, including (but not limited to) production of documents, information requests, depositions, and subpoenas. A copy of the complete AAA Employment Dispute Resolution Rules may be obtained from the Vice President of Human Resources or the Company’s designee. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Procedure shall be resolved in favor of those in this Procedure. The burden of proof at an arbitration shall at all times be upon the party seeking relief. In reaching his/her decision, the arbitrator shall apply the governing substantive law applicable to the claim(s), cause of action(s) and defense(s) asserted by the parties as applicable in the state where the claims arise or the applicable statute at issue. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the procedures set forth herein governing and applicable substantive law. The aggrieved party must give written notice of any claim to the other party within six (6) months of the date the aggrieved first knew or should have known of the facts giving rise to the claim (or a greater period of time, if allowed by an applicable statute of limitations), otherwise, the claim shall be deemed waived. The written notice shall describe the nature of all claims asserted and the Arbitration Rules for Commercial Arbitration Rules of facts upon which such claims are based and shall be mailed to the AAAother party by certified or registered mail, return receipt requested. In Any such notice mailed to the event of a conflict with such rulesCompany shall be addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President & General Counsel ▇▇▇▇▇▇▇▇ Offshore Operators, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Any mediation or arbitration conducted pursuant to this Agreement will control. (b) The arbitration Procedure shall take place in SeattleCovington, WashingtonLouisiana or the location of the office to which the employee was assigned, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorunless the employee’s most recent work location with the Company is outside Louisiana, in which case the mediation and the two (2) selected arbitrators shall mutually agree upon a thirdarbitration will take place in such other location. The arbitrators selected arbitrator shall have knowledge render a decision and experience in award within 30 days after the computer software businessclose of the arbitration hearing or at any later time on which the parties may agree. The arbitrators award shall rule on be in writing and signed and dated by the dispute by issuing a written opinion setting forth arbitrator and shall contain express findings of fact and the rationale basis for their decision within thirty (30) days after the close of hearingsaward. The decision parties will pay AAA’s administrative fee pursuant to AAA guidelines for employer promulgated plans. The Company shall bear the arbitrator’s fees and expenses. All other costs and expenses associated with the arbitration, including without limitation, the parties’ respective attorneys’ fees, shall be borne by the party incurring the expense. However, if the parties arbitrate a statutory claim that allows for an award of costs and attorneys’ fees, the arbitrator may award such costs and fees consistent with the term of the statute and pertinent case law. Judgment upon the award rendered by the arbitrators shall be final and binding and arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators shall control award may be vacated or modified only on the scheduling so as to process the matter expeditiously. The times grounds specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseother applicable law. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted only to and settled by binding arbitration. The arbitration will be conducted in Des Moines, Iowa, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the Executive shall select one arbitrator and the third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of a forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 7.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party bringing the action nor the party defending the action thereby waives its right to arbitration of any dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrators. The parties agree that in any arbitration commenced pursuant to this Agreement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as would be available in a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event of a conflict that either party fails to comply with such rulesits discovery obligations hereunder, this Agreement will control. (bthe arbitrator(s) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge full power and experience in authority to compel disclosure or impose sanctions to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings full extent of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement Rule 37 of the parties upon a showing Federal Rules of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionCivil Procedure. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. 21.2.1 If a Dispute is not resolved in the Initial Resolution Period set forth in Section 21.1, except as expressly provided for in Subsection 21.2.5, each Party hereto hereby irrevocably and unconditionally agrees to submit any Dispute to binding arbitration (ato be conducted in the manner set forth below). Within five (5) Any dispute not settled by Business Days after the parties by structured negotiation expiration of the Initial Resolution Period, LEVEL 3 and ACS-ANC shall mutually select one arbitrator with industry expertise in the subject matter of this Agreement; provided that, in the event that LEVEL 3 and ACS-ANC fail to mutually select an arbitrator within ten (other than actions for injunctive relief including specific performance10) Business Days following the expiration of the Initial Resolution Period, a neutral arbitrator, who has experience as a retired judge shall be submitted only to binding arbitration. The arbitration will be conducted selected within seven (7) days by Judicial Arbitration and Mediation Services (JAMS) in accordance with the procedures set forth herein and the JAMS Comprehensive Arbitration Rules for Commercial Arbitration Rules and Procedures (the “JAMS Rules”). Except as otherwise provided herein, the final decision regarding any Dispute shall be determined by the arbitrator and in accordance with the JAMS Rules. The Parties expressly agree that the arbitrator shall determine the discovery methods that shall be available to the Parties under this Subsection as appropriate under the circumstances. The Parties agree to use all reasonable efforts to have the arbitration hearing to be conducted within 180 days of the AAA. In appointment of the event mutually-selected arbitrator or the JAMS selected arbitrator. 21.2.2 Any final award shall be preceded by a written reasoned draft proposed award, and any Party shall have the right to demand a hearing on the proposed award, which hearing shall be preceded by submissions of memoranda by the Parties addressing the proposed award and stating such facts of record and such authority as the Party wishes to call to the arbitrator’s attention, and after any hearing thereon the arbitrator shall enter a conflict with such rulesfinal award which (a) shall be just, within the scope of this Agreement will control. and consistent with the Parties’ intent that this Agreement shall remain in full force and effect for the remaining term of the contract; (b) shall include a written decision setting out findings as to issues and the reasoning on which the award rests; (c) may include injunctive relief; (d) shall be made within sixty (60) days of the conclusion of any hearing or briefing if at all practicable; and (e) may be confirmed in any court having jurisdiction over the Party against whom enforcement is being sought. 21.2.3 The obligation of the Parties provided herein to arbitrate any Dispute between the Parties (or their respective heirs, successors, assigns or affiliates) shall not be deemed a waiver of any right of termination under this Agreement and the 21.2.4 The place of arbitration shall take place be Anchorage, Alaska. Subject to Subsection 21.2.5, each Party agrees not to commence any dispute, action, suit or proceeding between the Parties (or their respective heirs, successors, assigns or affiliates) arising out of, relating to, or in Seattleconnection with this Agreement, Washingtonor the breach, before or termination or validity thereof, regardless of whether such dispute is based upon fiduciary duty, tort, contract, statute, regulation or otherwise, except with such arbitrator; each Party further agrees that service of any process, notice, summons or document by U.S. registered mail to the address for such Party set forth in this Agreement shall be effective service for any such arbitration brought against such Party; each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such arbitration in Anchorage, Alaska, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such arbitration has been brought in an improper venue or an inconvenient forum. 21.2.5 A request by a panel Party to a court for interim equitable or injunctive relief to protect and secure its rights under this Agreement pending arbitration shall not be deemed a waiver of three arbitrators appointed as follows: the right to arbitrate. Furthermore, the Parties irrevocably and unconditionally agree to submit any such request exclusively to a state or Federal court located in Anchorage, Alaska; each party Party agrees not to commence any such request except in the Alaska state or Federal Courts; each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the address for such Party set forth in this Agreement shall select a single arbitratorbe effective service of process for any such request brought against such Party in the Alaska Courts; each Party hereby irrevocably and unconditionally consents to the personal jurisdiction of the Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court any defense that such court does not have personal jurisdiction over it; each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of such request in the Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper venue or in an inconvenient forum. 21.2.6 The Parties, their representatives, other participants and the arbitrator shall hold the existence, content and result of any arbitration, and the two (2) selected arbitrators Parties, their representatives, and other participants shall mutually agree upon hold the existence, content and result of any request to a third. The arbitrators selected shall have knowledge and experience court hereunder in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings strictest of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators confidence and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in disclose the same jurisdictionexcept as required by law. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) dispute, controversy or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted only to and settled by binding arbitration. The arbitration will be conducted in Des Moines, Iowa, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the Executive shall select one arbitrator and the third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of a forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 6.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party bringing the action nor the party defending the action thereby waives its right to arbitration of any dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other equitable relief in order to enforce the decision of the arbitrators. The parties agree that in any arbitration commenced pursuant to this Agreement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as would be available in a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event of a conflict that either party fails to comply with such rulesits discovery obligations hereunder, this Agreement will control. (bthe arbitrator(s) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge full power and experience in authority to compel disclosure or impose sanctions to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings full extent of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement Rule 37 of the parties upon a showing Federal Rules of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionCivil Procedure. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled 1. If an impasse persists ten days after the mediator has been appointed, the board shall have the power, upon request of either party, to arrange for arbitration, which shall be binding. The request for arbitration shall be in writing and a copy of the request shall be served upon the other party. 2. Each party shall serve its final offer on each of the impasse items upon the other party within four days of the board’s receipt of the request for arbitration. The parties may continue to negotiate all offers until an agreement is reached or an award is rendered by the arbitrator. The full costs of arbitration under this section shall be shared equally by the parties to the dispute. 3. The submission of the impasse items to the arbitrator shall be limited to those items upon which the parties have not reached agreement. With respect to each such item, the arbitrator’s award shall be restricted to the final offers on each impasse item submitted by structured negotiation (the parties to the arbitrator. 4. Upon the filing of the request for arbitration, a list of five arbitrators shall be served upon the parties by the board. Within five days of service of the list, the parties shall determine by lot which party shall remove the first name from the list and the parties shall then alternately remove names from the list until the name of one person remains, who shall become the arbitrator. The parties shall immediately notify the board of their selection and the board shall notify the arbitrator. After consultation with the parties, the arbitrator shall set a time and place for an arbitration hearing. 5. The arbitrator shall at no time engage in an effort to mediate or otherwise settle the dispute in any manner other than actions for injunctive relief including specific performance) that prescribed in this section. 6. From the time the board notifies the arbitrator of the selection of the arbitrator until such time as the arbitrator’s selection on each impasse item is made, there shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules no discussion concerning recommendations for Commercial Arbitration Rules settlement of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings the arbitrator with parties other than those who are direct parties to the dispute. 7. The arbitrator shall consider, in addition to any other relevant factors, the following factors: a. Past collective bargaining contracts between the parties including the bargaining that led up to such contracts. b. Comparison of fact wages, hours and conditions of employment of the involved public employees with those of other public employees doing comparable work, giving consideration to factors peculiar to the area and the rationale classifications involved. c. The interests and welfare of the public, the ability of the public employer to finance economic adjustments and the effect of such adjustments on the normal standard of services. d. The power of the public employer to levy taxes and appropriate funds for their decision the conduct of its operations. 8. The arbitrator may administer oaths, examine witnesses and documents, take testimony and receive evidence, and issue subpoenas to compel the attendance of witnesses and the production of records. The arbitrator may petition the district court at the seat of government or of the county in which the hearing is held to enforce the order of the arbitrator compelling the attendance of witnesses and the production of records. 9. The arbitrator shall select within thirty (30) fifteen days after the close hearing the most reasonable offer, in the arbitrator’s judgment, of hearingsthe final offers on each impasse item submitted by the parties. 10. The decision rendered selections by the arbitrators arbitrator and items agreed upon by the public employer and the employee organization, shall be deemed to be the collective bargaining agreement between the parties. 11. The determination of the arbitrator shall be final and binding and may be entered as a judgment in any court subject to the provisions of competent jurisdictionsection 20.17, subsection 6. The arbitrators arbitrator shall control give written explanation for the scheduling so as to process arbitrator’s selections and inform the matter expeditiously. The times specified in this Section may be extended upon mutual agreement parties of the parties upon a showing decision.[C75, 77, 79, 81, §20.22]2008 Acts, ▇▇ ▇▇▇▇, §▇▇▇, 2010 Acts, ▇▇ ▇▇▇▇, §▇▇ – 29 The following replaces Sections 6 and 7 of good cause. The parties may submit written briefs. Discovery shall be controlled by Article 17 of the arbitrators Agreement until such time that legislative changes are made substantially modifying or eliminating Civil Service layoff provisions to remove the inconsistencies between the law and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any If the parties are unable to resolve a Dispute through the dispute not resolution process set forth in Section 7.5, the parties agree that such Dispute shall be settled by final and binding arbitration, upon the motion of either party, under the appropriate rules of the AAA or JAMS, as agreed by the parties. The parties each understand and agree that the exhaustion of any HNFS internal appeals processes and the dispute resolution process set forth in Section 7.5 hereof are conditions precedent to binding arbitration under this Section 7.6. Notwithstanding the foregoing, nothing contained herein is intended to require binding arbitration of disputes alleging medical malpractice between a Beneficiary and Provider or to Disputes between the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationalleging breaches of confidentiality of Beneficiary information, trade secret or intellectual property obligations. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules Sacramento County, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAAmatter and facts and include copies of all available related documents supporting the demand. In Arbitration must be initiated within one (1) year after the event of date the Dispute arose by submitting a conflict with written demand to the other party. All such rulesarbitration proceedings shall be administered by the AAA or JAMS, this Agreement will control. (b) The arbitration as agreed by the parties; however, the arbitrator shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorbe bound by applicable State and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and conclusions of law. The parties agree that the rationale decision of the arbitrator shall be final and binding as to each of them. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award that could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award. The parties waive their right to a jury or court trial. The parties recognize and agree that theirs is an ongoing business relationship that may lead to sensitive issues with respect to the exchange of information related to any Dispute. The parties agree, therefore, to enter into such protective orders (including without limitation creating a category of discovery documents “for their decision attorneys’ eyes only” to the extent feasible given the nature of the evidence and the Dispute). All discovery information shall be used solely and exclusively for arbitration of the Dispute between the parties and may not be used for any other purpose. After the arbitration award becomes final, each party shall return or destroy all attorneys’ eyes only and highly confidential documents obtained from the other party during the course of the arbitration, and within thirty (30) days after of such date shall provide to the close other party an officer’s certificate signed under penalty of hearingsperjury indicating that all such information has been returned or destroyed. The decision rendered In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good causearbitrator. The parties may submit written briefs. Discovery agree that the content and decision of any arbitration proceeding shall be controlled confidential unless disclosure is required by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary applicable State or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid federal statutes or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)regulations. The parties terms of Section 7.5 and Section 7.6 shall equally split the fees survive termination of the arbitration and the arbitratorsthis Agreement.

Binding Arbitration. A. Within seven (a7) Any dispute not settled business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that it provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The parties involved shall share the fees and expenses of the arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. ▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, at the hearing, its own submission statement; in which case the arbitrator shall determine which of the submitted issues are to be resolved. G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings conditions of fact and the rationale for their decision within thirty (30) days after the close this Memorandum of hearingsUnderstanding. The decision rendered of the arbitrator shall be binding upon the Association to the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in pursue whatever other legal remedies are available to it under this Section may be extended upon mutual agreement Memorandum of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionUnderstanding. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) 11.3.1 Any dispute under this Agreement that is not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) pursuant to Sections 11.1 or 11.2 shall be submitted only to finally settled by binding arbitration. The arbitration will be , conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAAA by one mutually agreed upon independent, neutral arbitrator having at least five (5) years of experience directly or indirectly related to the disputed issue(s). In If the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall Parties do not mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision an arbitrator within thirty forty- five (3045) days after initiating arbitration, the close of hearingsParties shall request the AAA to appoint an arbitrator. The decision rendered procedures or rules for the arbitration may be modified by mutual written consent of the Parties, including having mediation rather than an arbitration conducted. Any arbitration shall be in English held in San Diego, California if the dispute resolution is initiated by Celera and in Rockville, Maryland if the dispute resolution is initiated by Diversa. The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time that the Parties must expend for discovery; provided, however, that the arbitrators shall permit such discovery, as they deem necessary to permit an equitable resolution of the dispute. 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. Except as otherwise expressly provided in this Agreement, the costs of the arbitration, including administrative and arbitrator fees, shall be shared equally by the Parties and each Party shall bear its own costs and attorneys' and witness' fees incurred in connection with the arbitration. 11.3.2 A disputed performance or suspended performance(s) pending the resolution of the arbitration must be completed within a reasonable time period following the final decision of the arbitrators. 11.3.3 Any arbitration subject to this Section 11.2 shall be completed within one (1) year from the filing of the notice of a request for such arbitration and a written decision with reasons therefore provided to the Parties. 11.3.4 Any decision which requires a monetary payment shall require such payment to be payable in United States dollars, free of any tax or other deduction. 11.3.5 The Parties agree that the decision shall be the sole, exclusive and binding remedy between them regarding any and all disputes, controversies, claims and counterclaims presented to the arbitrators. If a Party fails to comply with a decision, then the other Party may seek judicial recognition and enforcement of the award or decision in a court of competent jurisdiction. 11.3.6 Nothing herein shall be entered construed as a judgment depriving either Party, at any time prior to the empanelment of the arbitral tribunal, of the right to obtain provisional measures, including, injunctions, orders for posting security, attachment of funds or property, or any other preliminary relief, in any court of competent jurisdictionjurisdiction within the United States. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement arbitral tribunal, by its own motion or motion of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyParties, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power is authorized to award damages inconsistent with any form of provisional measures it deems appropriate and the Agreement. In no event, even if Parties may enforce such award in any other portion such court of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same competent jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If not resolved pursuant to Sections 13.2 or 13.3 within 90 days of the request for submission to mediation, then upon the written request of either party to the other party and to JAMS, the dispute shall be submitted to arbitration by JAMS pursuant to its Comprehensive Arbitration Rules then in effect (except as expressly modified below). The arbitration hearings shall be held before a single arbitrator in Boston, Massachusetts, if the arbitration is initiated by Customer, or in the major metropolitan area with direct flights from Boston nearest to Customer’s principal office if the arbitration is initiated by Fresh Relevance. The arbitrator shall be independent and disinterested and shall have experience with the online advertising technology industry. If the parties have not agreed upon an arbitrator within ten (10) business days after the request for arbitration has been filed with JAMS, either party may request JAMS to name a list of five arbitrator candidates, and the parties shall each then, in successive rounds (with the party demanding the arbitration having the first chance to strike a name), strike one name off the list until only one name remains, which shall be the arbitrator. The arbitrator shall (a) Any dispute not settled follow the substantive rules of the applicable law, (b) require all testimony to be transcribed, and (c) accompany the award with findings of fact and a statement of reasons for the decision. The arbitrator shall have the authority to permit discovery for no more than ninety (90) days, upon reasonable request of a party, to the extent deemed appropriate by the arbitrator. The arbitrator shall determine issues of arbitrability but shall have no power or authority to (i) add to or detract from the written agreement of the parties set forth in this Agreement, (ii) modify or disregard any provision of this Agreement, or (iii) address or resolve any issue not submitted by structured negotiation (other the parties. The arbitrator shall hold hearings during a period of not more than actions for 45 calendar days promptly following conclusion of discovery and shall render a final decision within 45 days following conclusion of the hearings. The arbitrator shall have the power to grant injunctive relief including specific performance(without the necessity of a party posting a bond) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures event a party has violated the rights granted by, or the confidentiality provisions set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAin, this Agreement, but shall have no power to award punitive and/or exemplary damages. In the event of a conflict with such rulesbetween the JAMS Comprehensive Arbitration Rules and the provisions of this Agreement, the provisions of this Agreement will shall control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators Any award made hereunder shall be final and binding made within four (4) months of the appointment of the arbitrator and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by At the parties by structured negotiation (end of the 30-day period provided in Section 16.3, if the executives have been unable to resolve the Dispute, and if a disputing party wishes to submit the Dispute to binding arbitration, the disputing party shall provide to the other than actions for injunctive relief including specific performance) shall be submitted only disputing party three business days' prior written notice of such disputing party's intention to submit the Dispute to binding arbitration. The other disputing party shall be entitled to join in the submission of the Dispute to binding arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules commercial arbitration rules of the AAA. In the event of a conflict with such rules, this Agreement will control. AAA (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdexpedited procedures). The arbitrators selected AAA shall be instructed to choose an arbitrator who shall have knowledge and a minimum of 15 years experience in the computer software business. The arbitrators shall rule oil and gas processing industry, or such other experience such that he or she is considered an expert on the dispute by issuing business of the Processor. Notice of a written opinion setting forth findings disputing party's submission of fact and the rationale matter for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators arbitration shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing given to the other party or parties within three business days thereafter (the "Arbitration Notice"). Upon delivery of the Arbitration Notice by the disputing party, and that each disputing party shall so respondhave 30 days to provide the arbitrator (and the disputing party) with a statement of its position (with supporting documentation) regarding the matter or matters in dispute together with its best and final offer for settlement of the Dispute. The failure to provide a statement of position within this period shall constitute a waiver of a disputing party's right to have such materials considered by the arbitrator. The arbitrator shall consider the statements of position submitted by the disputing parties and shall, to a maximum within 30 business days after receipt of any combination such materials, issue his or her decision in writing picking one of thirty-five (35) (none the statements of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in position submitted by the Agreement, disputing parties as the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held position to be invalid or unenforceable, shall adopted to settle the arbitrators have power to make an award or impose a remedy that could not be Dispute. All determinations made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, arbitrator shall be governed by the Federal Arbitration Act final, conclusive and resolved by the arbitrators. No potential arbitrator may serve binding on the panel unless he or she has agreed in writing to abide and be bound by these. (d) disputing parties. Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs disputing parties will pay one-half of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitrator and all other arbitration fees and expenses and the arbitratorsfees of their respective arbitrators (if required).

Binding Arbitration. 19.9.1 If the Association is not satisfied with the disposition of the grievance at the Board level, it may refer the matter for arbitration by providing the Board with written notice of intent to arbitrate within ten (a10) Any dispute not settled by days of the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationdate of the Board’s disposition. The arbitration will be conducted in accordance with parties shall have ten (10) days from the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules date of the AAA. In the event notice of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall intent to arbitrate to mutually agree upon a thirdan arbitrator. The arbitrators selected If the parties do not mutually agree within that ten (10) day time period, the Association shall have knowledge and experience in file its Demand to Arbitrate with the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision American Arbitration Association (AAA) within thirty (30) days after of the close date of hearingsthe Board’s disposition and the arbitrator shall be selected by the AAA in accordance with its rules. 19.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall submit to the other party not less than three (3) days prior to the hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the hearing and hold a conference at that time in an attempt to settle the grievance. 19.9.3 The decision rendered by of the arbitrators arbitrator shall be final and conclusive and binding upon the employees, the Board and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as BSEA; subject to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement right of the parties upon a showing Board or the BSEA to judicial review, any lawful decision of good cause. The parties may submit written briefs. Discovery the arbitrator shall be controlled by forthwith placed into effect. 19.9.4 Powers of the arbitrators and shall be permitted as follows: each party may submit in writing arbitrator are subject to the other party, and that party following limitations: a) He/she shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 19.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 19.9.6 If either party disputes the arbitrability of any grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no eventpower to rule, even if it shall be referred back to the parties without decision or recommendations on its merits. 19.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 19.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 19.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 19.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other portion of these provisions is held than when a teacher or a participating Association representative are to be invalid or unenforceableat his/her assigned duty station. 19.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the arbitrators arbitrator shall have no power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionorder one. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Each Member and the Sector agree to exercise their best good 11 faith commercially reasonable efforts to resolve any disputes arising under this Agreement 12 through direct negotiations. Breaches of this Agreement which are not resolved through direct 13 negotiation shall first be submitted to a mediation which shall be conducted by one mutually 14 agreeable member of the Sector Board of Directors, NESSN Board of Directors or by some other 15 mutually agreeable independent person. If the parties cannot agree on a mediator, the NESSN Board 16 will appoint a mediator. The mediation must take place within two weeks of the written request for 17 mediation, unless otherwise agreed upon by both parties. If mediation is unsuccessful, the parties 18 shall submit to binding arbitration by any party. The parties shall choose a mutually agreeable single 19 arbitrator. If the parties cannot agree upon an arbitrator, they shall present the names of three 20 potential arbitrators to the previously agreed upon mediator and that mediator shall select one of 21 those nominees to serve as an independent arbitrator. When making that determination, the 22 mediator shall ensure that the person serving as an arbitrator hereunder shall be a person of 23 mature, sound and reasonable business judgment and experience and consideration shall be 24 given to whether (or not) the proposed arbitrator has meaningful experience in the 25 fishing industry, either (a) Any dispute not settled by having held a federal fishing master license or (b) experience as an 26 attorney at law or accountant practicing in the area of fisheries for at least ten (10) years. The party’s 27 written request for arbitration shall include a basic statement of the issue to be arbitrated, along 28 with all supporting documentation, and an invitation to the other party to discuss potential 29 arbitrators. The Responding party shall briefly respond to the issues raised in the request or 30 arbitration, assert any applicable defenses, include all supporting documentation and shall 31 thereafter confer about proposed arbitrators. If the parties by structured negotiation cannot agree upon an arbitrator, 32 they shall select a date (other than actions within one week of the discussion) to submit the names of their three 1 potential arbitrators to the mediator for injunctive relief including specific performance) shall his/her consideration. Any arbitrator must have no 2 material ties to the parties, the Sector or any Member of the Sector. The decision of the arbitrator 3 will be submitted only to binding arbitrationfinal and binding. The arbitration will be conducted in accordance with under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules arbitration rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of 4 Federal Arbitration Act unless the parties upon a showing agree to another set of good causearbitration rules. The parties may submit written briefs. Discovery will 5 be entitled to limited discovery as determined by the arbitrator(s) in his, her or their sole 7 arbitrator shall be controlled borne by the arbitrators and shall be permitted as follows: each party may submit in writing to requesting the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admissionarbitration. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration8 preparation and presentation, unless, in the case of the Sector as a party, the Board reasonably 9 determines to assess such costs to the applicable Member, which costs shall be immediately due and 10 payable. A party seeking discovery In no event will arbitration be available pursuant to this paragraph after the date when 11 commencement of such legal or equitable proceedings based on such claim, dispute or other matter in 12 question would be barred by an applicable statute of limitations. In actions between Members where 13 the parties agree that the Sector is a necessary party, the parties shall reimburse share the responding party the Sector’s arbitration 14 costs, including arbitrator’s fees and costs of production of documents (presentation. Where one party alone asserts that the 15 Sector is a necessary party, that party shall bear the Sector’s arbitration costs. Nothing herein hall 16 prevent the arbitrator(s) from assessing or apportioning all arbitration costs and fees against or 17 between parties, where a party’s claims are frivolous, brought in bad faith or merely to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitratorscause delay, or 18 as justice requires.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Dallas County, Texas, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Dallas office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the Texas Arbitration Act, ss. 171.001 et. Seq. of the Texas Civil Practice and the arbitratorsRemedies Code.

Binding Arbitration. (a) Any dispute In accordance with Section 9.5d and except as permitted by Section 9.5a, any Dispute not settled resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) escalation procedures set forth in this Section 9.5 shall be submitted only resolved by binding arbitration, and each party hereby waives any right to binding institute a court or other dispute resolution proceeding with respect to such Dispute and acknowledges arbitration in accordance with this Section 9.5e as the sole and exclusive means of resolving such Dispute. The Commercial Rules of the American Arbitration Association, as modified herein, shall apply to such arbitration. The arbitration will shall be conducted in accordance with the procedures set forth herein heard and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before determined by a panel of three arbitrators appointed as follows: (3) arbitrators, each of whom shall be a disinterested attorney having experience and familiarity with manufacturing and supply arrangements in the thermal on demand printer industry. Each party shall select a single choose one (1) arbitrator, and with the third arbitrator chosen by agreement of the two (2) arbitrators chosen by the parties. In the event the two (2) arbitrators chosen by the parties cannot agree on a third arbitrator, such third arbitrator shall be selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in by the computer software businessAmerican Arbitration Association. The arbitrators shall rule decide all disputes primarily based on the dispute by issuing terms of this Agreement and secondarily on the laws of the State of Illinois, United States of America *** Confidential treatment requested pursuant to a written opinion setting forth findings request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission. (without regard to conflicts of fact and the rationale for their decision within thirty (30) days after the close of hearingslaw principles). The decision rendered by of a majority of the arbitrators shall be final and binding on the parties and may be entered as a judgment in enforced before any court of competent jurisdictionjurisdiction in accordance with Section 9.6 and cannot be the subject of any appeal. The arbitrators arbitration proceeding shall control the scheduling so as to process the matter expeditiously. The times specified occur in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyChicago, Illinois, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise be conducted in the AgreementEnglish language, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each each party shall bear its own costs of relating to such arbitration. A party seeking discovery shall reimburse , the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split share the arbitrators’ fees of and expenses, and the arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitratorsarbitrators that adequately protects the confidential nature of each party’s Confidential Information. Unless otherwise agreed by the parties, the arbitration proceeding shall commence not later than thirty (30) days after a party provides notice of arbitration, shall not continue for longer than thirty (30) days and the arbitrators shall issue their decision within fifteen (15) Business Days after the conclusion of the proceeding. In no event shall any arbitration award provide a remedy beyond those permitted under this Agreement, and any award providing a remedy beyond those permitted under this Agreement shall not be confirmed, no presumption of validity shall attach, and such award shall be vacated.

Binding Arbitration. If the Dispute is not resolved within one hundred eighty (a180) Any dispute not settled by calendar days of initial written notice of a request to meet and confer in good faith, any party wishing to pursue the parties by structured negotiation (other than actions for injunctive relief including specific performance) Dispute shall be submitted only submit it to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Payor Provider Healthcare Arbitration Rules for Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”), or the Dispute shall be waived. In Notwithstanding the foregoing, in no event may any arbitration or other legal proceeding be initiated more than one (1) year following the date the initial written notice of a conflict with such rules, this Agreement will control. (b) the Dispute is sent. The arbitration hearings shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience be conducted in the computer software business. The arbitrators shall rule on state where the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators provider is providing service and shall be permitted as follows: each party may submit handled by a single arbitrator who has expertise in writing to the other partymanaged care, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise particularly in the Agreement, the arbitrators may not award non-monetary or equitable relief operations of any sorthealth maintenance organizations. They will The arbitrator shall have no power authority to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid punitive or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitrationexemplary damages, or concerning to vary or ignore the applicability, interpretation, or enforceability terms of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, this Agreement and shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party governing law. The arbitrator shall bear its own costs of arbitration. A party seeking discovery shall reimburse prepare in writing and provide to the responding party parties an award including factual findings and the costs of production of documents (to include search time and reproduction costs)legal reasons on which the award is based. The parties shall divide equally split the cost of the arbitration, including, but not limited to the arbitrator’s fee and any related administrative fees and charges. The parties shall each bear their respective attorneys’ fees and costs incurred in the arbitration. Each party knowingly acknowledges and agrees that the foregoing constitutes a waiver of their constitutional right to a jury trial. The arbitration and any information obtained in connection with this Agreement or through discovery shall be confidential and neither the parties nor the arbitrator may disclose such information to third parties without the written consent of the parties, except that the parties may disclose such information as necessary to seek confirmation of the arbitration award, to enforce any judgment entered on account of the award or as otherwise is required by law; however, the parties may make such disclosure as is necessary to their respective auditors, accountants, attorneys and the arbitratorsinsurers.

Binding Arbitration. (a) Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity thereof, or the transactions contemplated herein (including any question arising as to whether or not any dispute not settled by falls within the parties by structured negotiation (other than actions for injunctive relief including specific performanceterms of this Section or the selection of arbitrators) shall be submitted only to settled by binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In American Arbitration Association, as modified herein, by three arbitrators, with each of Parent and the event of a conflict with such rulesCompany (or after the Closing, this Agreement will control. (b) The arbitration shall take place in Seattlethe Shareholder Representative), Washington, before a panel of three arbitrators appointed as follows: each party selecting one arbitrator and the two so selected shall select a single arbitratorthird (and if they are unable to agree, and such third arbitrator shall be appointed by the two (2) selected arbitrators shall mutually agree upon a thirdAAA). The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and resolved judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitration shall be conducted in Hennepin County, Minnesota. (b) The Parent Parties and the Company (and after the Closing, the Shareholder Representative) shall have discovery rights as provided by the Federal Rules of Civil Procedure. (c) The Parent Parties and the Company (and after the Closing, the Shareholder Representative) shall bear their own costs in connection with the arbitration and shall share equally the fees and expenses of the arbitrators. No potential arbitrator The foregoing shall not affect rights the Shareholder Representative may serve on have to reimbursement for such costs from the panel unless he or she has agreed in writing to abide and be bound by theseShareholder Fund Amount. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties hereto (and after the Closing, the Shareholder Representative), agree that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in a state or federal court of competent jurisdiction (either state or federal) located in Hennepin County, Minnesota and hereby submit to personal jurisdiction therein and irrevocably waive any objection as to venue therein, and further agree not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. (e) Nothing herein shall equally split the fees be construed to prevent any party from seeking equitable relief in any court of competent jurisdiction to compel specific performance or restrain or prohibit any breach or threatened breach of any covenant of the arbitration and the arbitratorsparties set forth in this Agreement.

Binding Arbitration. (a) Any dispute not controversy between the parties hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Dallas County, Texas, in accordance with the procedures set forth herein rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Houston office of The American Arbitration Rules for Commercial Arbitration Rules Association, which arbitrator shall be experienced in the area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the AAAdispute. In The losing party shall bear any fees and expenses of the event arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of a conflict with both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such rules, this Agreement will control. (b) costs shall be allocated by the arbitrator. The arbitration panel shall take place in Seattle, Washington, before render a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) 30 days after following the close of hearings. The decision rendered presentation by the arbitrators shall be final parties of their cases and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)rebuttal. The parties shall equally split the fees agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery in accordance with the Texas Arbitration Act, ss. 171.001 et. Seq. of the Texas Civil Practice and the arbitratorsRemedies Code.

Binding Arbitration. (a) Any If a covered dispute not settled remains unresolved at the conclusion of the mediation process, either party may submit the dispute for resolution by final binding arbitration under the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationProcedure. The arbitration will be conducted under the Employment Arbitration Rules and Mediation Procedures of the AAA, as amended and effective on July 1, 2016, and as amended from time to time thereafter. These Rules, incorporated by reference herein, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the authority to allow for appropriate discovery and exchange of information prior to a hearing, including (but not limited to) production of documents, information requests, depositions, and subpoenas. A copy of the complete AAA Employment Arbitration Rules and Mediation Procedures may be obtained from the Vice President of Human Resources or the Company’s designee. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Procedure shall be resolved in favor of those in this Procedure. The burden of proof at an arbitration shall at all times be upon the party seeking relief. In reaching his/her decision, the arbitrator shall apply the governing substantive law applicable to the claim(s), cause of action(s) and defense(s) asserted by the parties as applicable in the state where the claims arise or the applicable statute at issue. The arbitrator shall have the power to award all remedies that could be awarded by a court or administrative agency in accordance with the procedures set forth herein governing and applicable substantive law. The aggrieved party must give written notice of any claim to the other party within six (6) months of the date the aggrieved first knew or should have known of the facts giving rise to the claim (or a greater period of time, if allowed by an applicable statute of limitations), otherwise, the claim shall be deemed waived. The written notice shall describe the nature of all claims asserted and the Arbitration Rules for Commercial Arbitration Rules of facts upon which such claims are based and shall be mailed to the AAAother party by certified or registered mail, return receipt requested. In Any such notice mailed to the event of a conflict with such rulesCompany shall be addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Chief Compliance Officer ▇▇▇▇▇▇▇▇ Offshore Operators, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Any mediation or arbitration conducted pursuant to this Agreement will control. (b) The arbitration Procedure shall take place in SeattleCovington, WashingtonLouisiana or the location of the office to which the employee was assigned, before a panel of three arbitrators appointed as follows: each party shall select a single arbitratorunless the employee's most recent work location with the Company is outside Louisiana, in which case the mediation and the two (2) selected arbitrators shall mutually agree upon a thirdarbitration will take place in such other location. The arbitrators selected arbitrator shall have knowledge render a decision and experience in award within 30 days after the computer software businessclose of the arbitration hearing or at any later time on which the parties may agree. The arbitrators award shall rule on be in writing and signed and dated by the dispute by issuing a written opinion setting forth arbitrator and shall contain express findings of fact and the rationale basis for their decision within thirty (30) days after the close of hearingsaward. The decision parties will pay AAA’s administrative fee pursuant to AAA guidelines for employer promulgated plans. The Company shall bear the arbitrator’s fees and expenses. All other costs and expenses associated with the arbitration, including without limitation, the parties’ respective attorneys’ fees, shall be borne by the party incurring the expense. However, if the parties arbitrate a statutory claim that allows for an award of costs and attorneys’ fees, the arbitrator may award such costs and fees consistent with the term of the statute and pertinent case law. Judgment upon the award rendered by the arbitrators shall be final and binding and arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators shall control award may be vacated or modified only on the scheduling so as to process the matter expeditiously. The times grounds specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseother applicable law. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. If the senior executives are unable to resolve the dispute within twenty (a20) Any Business Days of their first meeting or such later date as the senior executives may mutually agree, then the dispute not settled shall, except as provided in Section 9.4, be resolved solely and exclusively by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The following arbitration procedures will be conducted used absent agreement of the Parties to different procedures for a given arbitration: (a) The dispute shall be finally settled by binding arbitration, before a single arbitrator, in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association ("AAA. In the event of a conflict with such rules") then in effect, this Agreement will controlexcept as modified herein. (b) The Party seeking relief from the other Party shall prepare and submit a request for arbitration (the "Demand"), which will include statements of the facts and circumstances surrounding the dispute, the legal obligation breached by the other Party, the amount in controversy and the requested relief. The Demand shall be accompanied by all relevant supporting documents. (c) Arbitration shall be held in Columbia, Missouri. The arbitration shall take place in Seattlebe governed by the United States Arbitration Act, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two 9 U.S.C. §§ 1 et seq. (2d) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have arbitrator must be an individual with knowledge and experience in the computer software business. The arbitrators electric industry, and shall rule be selected by the Parties or (failing their agreement on an arbitrator) by the dispute by issuing a written opinion setting forth findings AAA in accordance with Rule 11 of fact the AAA Commercial Arbitration Rules. (e) Each Party shall have the right to limited discovery from the other Party including the right to demand the production of documents, the right to inspect things or places and the rationale for their decision right to call expert witnesses following the procedures and requirements set forth in the Federal Rules of Civil Procedure 26(a)(2); provided, however, that all requests are served within thirty a time and in a manner that requires the production/inspection to take place at least twenty (3020) days after before the close of hearings. hearing. (f) The decision rendered by award shall be in writing (stating the arbitrators award and the reasons therefor) and shall be final and binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accountings presented to the arbitrator. The arbitrator shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. Judgment upon any award may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same having jurisdiction. (cg) Any issue concerning This Agreement and the extent to which rights and obligations of the Parties shall remain in full force and effect pending the award in any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesearbitration proceeding hereunder. (dh) Each party Unless otherwise ordered by the arbitrator, each Party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs)fees, including attorneys' fees and expenses. The parties Parties expressly agree that the arbitrator shall equally split the fees have no power to consider or award any form of the arbitration and the arbitratorsdamages barred by this Agreement, or any other multiple or enhanced damages, whether statutory or common law.

Binding Arbitration. Each Member and the Sector agree to exercise their best 448 good faith commercially reasonable efforts to resolve any disputes arising under this Agreement through 449 direct negotiations. Breaches of this Agreement which are not resolved through direct negotiation shall 450 first be submitted to a mediation which shall be conducted by one mutually agreeable member of the 451 Sector Board of Directorsor by some other mutually agreeable independent person. The mediation must 452 take place within two weeks of the written request for mediation, unless otherwise agreed upon by both 453 parties. If mediation is unsuccessful, the parties shall submit to binding arbitration by any party. The 454 parties shall choose a mutually agreeable single arbitrator. If the parties cannot agree upon an arbitrator, 455 they shall present the names of three potential arbitrators to the previously agreed upon mediator and 456 that mediator shall select one of those nominees to serve as an independent arbitrator. When making 457 that determination, the mediator shall ensure that the person serving as an arbitrator hereunder shall be 458 a person of mature, sound and reasonable business judgment and experience and consideration shall be 459 given to whether (or not) the proposed arbitrator has meaningful experience in the fishing industry, either 460 (a) Any dispute not settled by having held a federal fishing master license or (b) experience as an attorney at law or accountant 461 practicing in the area of fisheries for at least ten (10) years. The party’s written request for arbitration 462 shall include a basic statement of the issue to be arbitrated, along with all supporting documentation, and 463 an invitation to the other party to discuss potential arbitrators. The Responding party shall briefly respond 464 to the issues raised in the request or arbitration, assert any applicable defenses, include all supporting 465 documentation and shall thereafter confer about proposed arbitrators. If the parties by structured negotiation cannot agree upon 466 an arbitrator, they shall select a date (other than actions within one week of the discussion) to submit the names of their 467 three potential arbitrators to the mediator for injunctive relief including specific performance) shall his/her consideration. Any arbitrator must have no 468 material ties to the parties, the Sector or any Member of the Sector. The decision of the arbitrator will be submitted only to binding arbitration469 final and binding. The arbitration will be conducted in accordance with under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules arbitration rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of Federal Arbitration 470 Act unless the parties upon a showing agree to another set of good causearbitration rules. The parties may submit written briefswill be entitled to limited 471 discovery as determined by the arbitrator(s) in his, her or their sole discretion. Discovery All costs of arbitration, 472 including but not limited to the all fees and costs payable to the arbitrator shall be controlled borne by the arbitrators and shall be permitted as follows: each party may submit in writing to 473 requesting the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admissionarbitration. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitrationpreparation and presentation, unless, in 474 the case of the Sector as a party, the Board reasonably determines to assess such costs to the applicable 475 Member, which costs shall be immediately due and payable. A party seeking discovery In no event will arbitration be available 476 pursuant to this paragraph after the date when commencement of such legal or equitable proceedings 477 based on such claim, dispute or other matter in question would be barred by an applicable statute of 478 limitations. In actions between Members where the parties agree that the Sector is a necessary party, 479 the parties shall reimburse share the responding party the Sector’s arbitration costs, including arbitrator’s fees and costs of production of documents (presentation. 480 Where one party alone asserts that the Sector is a necessary party, that party shall bear the Sector’s 481 arbitration costs. Nothing herein hall prevent the arbitrator(s) from assessing or apportioning all 482 arbitration costs and fees against or between parties, where a party’s claims are frivolous, brought in bad 483 faith or merely to include search time and reproduction costs)cause delay, or as justice requires. The parties shall equally split the fees of the arbitration and the arbitrators.484

Binding Arbitration. (a) Any dispute All claims, disputes, controversies and other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof that cannot settled be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be settled by binding arbitration in accordance with this Agreement and the following procedure or such other procedures as may be agreed upon by the parties in writing: 18.3.1. Either party may serve upon the other party, by hand or certified mail, a written demand, specifying in reasonable detail the nature of the matter, that the claim, dispute, or controversy or other matter in question be submitted only to binding arbitration. The demand, which shall be effective upon receipt, shall be made within a reasonable time after the claim, dispute, controversy or other matter in question has arisen. In no event shall the demand for arbitration will be made after the date when institution of legal or equitable proceedings, based upon such claim, dispute, controversy or other matter in question, would be barred by the applicable statute of limitations or laches. The parties shall not submit claims for punitive damages, and do hereby waive any right to the same, and the arbitrators shall not be authorized to award punitive damages resulting from, arising out of, or related to the performance of this Agreement. 18.3.2. After service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator within ten (10) calendar days or such longer period as the parties may agree upon in writing. 18.3.3. In the event the parties cannot agree upon a single arbitrator within the period established under Section 18.3.2 herein, then each party shall appoint one arbitrator within an additional ten (10) calendar days and notify the other party of such appointment. If either party fails to timely appoint an arbitrator then the arbitrator appointed by the other party shall be the sole arbitrator. If, however, both parties appoint an arbitrator then a third arbitrator shall be selected within ten (10) calendar days thereafter by the first two arbitrators unless otherwise agreed by the parties in writing. If the arbitrators and the parties fail to appoint a third arbitrator, either party may request the American Arbitration Association or any federal or local court of the State of New York to appoint the third arbitrator. 18.3.4. Except as otherwise provided herein, any arbitration proceeding shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules and procedures of the AAAAmerican Arbitration Association or such other rules and procedures as are agreed to by the arbitrators or the parties in writing. In Nothing contained herein shall be construed as requiring submission of any claim, dispute, controversy or other matter in question to the event of a conflict with such rules, this Agreement will controlAmerican Arbitration Association. (b) 18.3.5. The arbitration proceeding shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience be held in the computer software business. The State of New York, unless otherwise agreed by the arbitrators shall rule on or the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearingsparties. 18.3.6. The decision rendered by the arbitrators through arbitration shall be final and binding upon the parties hereto and judgment may be entered as a judgment in accordance with applicable law in any court of competent jurisdictionhaving jurisdiction thereof. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon In rendering a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementdecision, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseterms of this Agreement. 18.3.7. Although the parties agree that compulsory and binding arbitration shall be the exclusive means of dispute resolution, judicial review of any arbitration decision or proceeding (dother than entry or enforcement of an arbitration award/judgment) Each party or of any matter arising under the terms of this Agreement, whether or not submitted to the binding arbitration process required by this Agreement, shall bear its own costs be brought solely in the federal or local courts of arbitration. A party seeking discovery shall reimburse the responding party the costs State of production of documents (to include search time and reproduction costs)New York. 18.3.8. The parties foregoing procedures shall equally split the fees not preclude either party from pursuing all available remedies for infringement of the arbitration and the arbitratorsa registered patent, trademark, service ▇▇▇▇, or copyright.

Binding Arbitration. (a) Any dispute not settled by If after the parties by structured negotiation (other than actions mediation procedures called for injunctive relief including specific performance) shall be submitted only under Subsection 19.3 above the Dispute remains unresolved, any Party wishing to further pursue a resolution of the Dispute must initiate binding arbitration, before a single arbitrator, by providing to JAMS, or its successor, in Seattle, Washington and to the other Designated Representatives a written request for binding arbitration pursuant to this Section. The written request for binding arbitration will be conducted in accordance with the procedures must set forth herein the subject of the Dispute and the Arbitration Rules for Commercial Arbitration Rules relief requested, and such request must be provided within thirty (30) days of the AAA. In the event of a conflict with such rules, this Agreement will controlmediation. (b) The Designated Representatives shall then cooperate with JAMS and with one another in selecting an arbitrator from JAMS’ panel of neutrals, but if the Designated Representatives cannot agree on an arbitrator within seven (7) days, then each Designated Representative shall select a designee from among the JAMS panel of neutrals, and those designees shall in turn select, from among the JAMS panel of neutrals, the single arbitrator who shall hear the matter in arbitration (the “Arbitrator”). Notwithstanding the above, no one will be nominated to act as an Arbitrator who is in any way financially interested in the business affairs of any of the Port or Corix. (c) The arbitration shall take place be conducted in Seattle, WashingtonWashington under the arbitration rules contained in the then published Commercial Arbitration Rules and Mediation Procedures of the AAA, before a panel except as such are inconsistent with the explicit provisions herein. (d) The Federal Rules of three arbitrators appointed Civil Procedure shall govern discovery during arbitration; however, the Arbitrator shall have full discretion to regulate discovery so as follows: each party shall select a single arbitratorto provide for prompt, efficient, and fair resolution of the two (2) selected arbitrators shall mutually agree upon a thirdclaims, disputes and matters in question. The arbitrators selected During the conduct of the arbitration proceedings, the Arbitrator shall have knowledge full discretion concerning the admissibility and experience relevance of evidence, being guided in exercising such discretion by the principles set out in the computer software business. Federal Rules of Evidence. (e) The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision Arbitrator shall, within thirty (30) days after of the close conclusion of hearings. The decision rendered by the arbitrators arbitration, issue an award that shall be final binding upon the parties and binding and judgment on the award may be entered as a judgment in any court of competent appropriate jurisdiction. The arbitrators shall control arbitration award must be in writing and must explain the scheduling so as to process reasons for the matter expeditiouslydecision. The times specified in this Section may Arbitrator may, but will not be extended upon mutual agreement bound to, make findings of the parties upon a showing fact or conclusions of good causelaw. The parties may submit written briefs. Discovery arbitration award shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing include an award to the other partysubstantially prevailing party of reasonable attorneys’ fees and costs, and that party shall so respondincluding the costs of retaining experts, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in connection with the Agreementarbitration proceeding; however, the arbitrators Arbitrator may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with such attorney’s fees and costs if the Agreement. In no event, even if any other portion of these provisions Arbitrator does not find there is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsubstantially prevailing party. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. The Parties agree that the negotiation and arbitration procedures set forth below will be the sole and exclusive remedy for resolving disputes or disagreements for money damages between any of the Parties as to the interpretation of any provision of this Management Agreement or of any of the agreements contemplated hereby, as to the performance of any obligations hereunder or thereunder, as to any determination to be made by any of the Parties hereunder or thereunder, or that otherwise arise out of this Management Agreement or any of the agreements contemplated hereby (aeach, a “Dispute”): 1. In the event that any Party or Parties hereto asserts that there exists a Dispute, such Party or Parties (the “Asserting Parties”) Any dispute not settled will deliver a written notice to the other Party or Parties involved in such Dispute (the “Receiving Parties”), specifying the nature of the asserted Dispute and requesting a meeting to resolve the same (the “Dispute Notice”). Upon delivery of the Dispute Notice, the Asserting Parties and the Receiving Parties (the “Disputing Parties”) will promptly meet in a good faith effort to resolve such Dispute. If the Disputing Parties are unable to resolve such Dispute through good faith negotiations within 15 calendar days after delivery of the Dispute Notice, the Asserting Parties may commence binding arbitration hereunder by delivering to the Receiving Parties written notice of arbitration (the “Arbitration Notice”) within 60 calendar days after delivery of the Dispute Notice. Such Arbitration Notice shall specify the matters as to which arbitration is sought, the nature of any Dispute, the claims of each party to the arbitration and shall specify the amount and nature of any damages, if any, sought to be recovered as a result of any alleged claim, and any other matters required by the parties Rules (as defined below) to be included therein, if any. 2. Upon delivery of the Arbitration Notice, the Dispute will be settled exclusively by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitrationarbitration in the city of Chicago, Illinois. The Such arbitration will be conducted administered by the Center for Public Resources Institute for Dispute Resolutions (the “Institute”) in accordance with its then-prevailing Rules for Non-Administered Arbitration of Business Disputes (the “Rules”), by one independent and impartial arbitrator jointly selected by the Asserting Parties and the Receiving Parties (or, if they cannot agree, in accordance with the procedures set forth Rules). 3. Notwithstanding anything to the contrary provided herein, the arbitration will be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. 4. The fees and expenses of the Institute and the arbitrator will be paid equally by the Disputing Parties to the arbitration and will be advanced by it from time to time as required; provided that at the conclusion of the arbitration, the arbitrator will award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) between the Disputing Parties based on the relative extent to which each of such Parties prevails on the merits of the Dispute. 5. The arbitrator shall permit and facilitate such limited discovery as it shall determine appropriate in the circumstances, consistent with the arbitrator’s purpose of obtaining a swift and efficient resolution of any Dispute. The Disputing Parties will keep confidential any proprietary information or other non-public information disclosed in any such discovery. 6. The arbitrator will render its decision and award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided herein and without prejudice to the Arbitration Rules above procedures, any Disputing Party may apply to any court of competent jurisdiction for Commercial Arbitration Rules of temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the AAA. In status quo until such time as the event of a conflict with arbitration panel is convened and available to hear such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a thirdParty’s request for temporary relief. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators shall arbitrator will be final and binding on all of the Disputing Parties and there will be no appeal from or reexamination of the final award, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party, or to correct manifest clerical errors. Each of the Disputing Parties may enforce such final award and a judgment thereon may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute not settled by If the parties should have a dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder and without limiting the City’s right to terminate this Agreement as set forth in Section 14, then the parties will resolve such dispute in the following manner: (i) any party may at any time deliver to the other a written dispute notice setting forth a brief description of the issue(s) for which such notice initiates the dispute resolution mechanism contemplated by structured negotiation this Section 23; (other than actions for injunctive relief including specific performanceii) shall be submitted only during the 45 day period following the delivery of the notice described in Section 23(i) above, appropriate representatives of the parties will meet and seek to resolve the disputed issue(s) through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue(s) through negotiation, then within 15 days after the period described in Section 23(ii) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration. The arbitration will be conducted in Wilmington, Delaware in accordance with the procedures set forth herein then existing rules (the “Rules”) of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the state of Delaware, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (a) discovery shall be allowed and governed by the Rules, and (b) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three members, one of whom shall be appointed by each of the respective parties and the Arbitration Rules for Commercial Arbitration Rules third of whom shall be the chairman of the AAApanel and be appointed by mutual agreement of said two party-appointed arbitrators. In the event of a conflict failure of said two arbitrators to agree within 30 days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the AAA in accordance with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each the Rules. In the event that either party shall select fail to appoint an arbitrator within 15 days after the commencement of the arbitration proceeding, such arbitrator and the third arbitrator shall be appointed by the AAA in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, decision shall be governed rendered within no more than 30 days or such other period agreed to by the Federal Arbitration Act and resolved by parties. Nothing herein shall restrict the arbitrators. No potential arbitrator may serve on parties from limiting the panel unless he discovery or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the having less than three arbitrators.

Binding Arbitration. (a) Any dispute If resolution of the Dispute still cannot be achieved pursuant to Section 11.03, the Dispute shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in Boston, Massachusetts, in accordance with the procedures set forth herein and the Arbitration Rules for then current Commercial Arbitration Rules of the AAA as modified by the following provisions: (a) Selection of one neutral arbitrator by the parties shall be from the AAA panel list in accordance with the appointment rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration process shall take place be conducted on an expedited basis by the Boston Office of the AAA. Proceedings in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party arbitration shall select a single arbitrator, and the two begin no later than forty-five (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (3045) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement filing of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators Dispute and shall be permitted as follows: each party may submit in writing scheduled to conclude no later than two-hundred seventy (270) days after the other partyfiling of the Dispute. All hearings, and that party shall so respond, unless otherwise agreed to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in by the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceableparties, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter held in the same jurisdictionBoston, Massachusetts. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential The arbitrator may serve on the panel unless he in his discretion order a pre-hearing exchange of information including production of documents, exchange of summaries of testimony or she has agreed in writing to abide and be bound by theseexchange of statements of position or depositions. (d) Each party The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall bear its own costs be disclosed exclusively for the purpose of arbitration. facilitating the arbitration process and for no other purpose and shall be deemed to be information subject to the confidentiality provisions of this Agreement. (e) The award of the arbitrator shall be made in a written opinion containing a concise analysis of the basis upon which the award was made. (f) A party seeking discovery shall reimburse judgment upon the responding party award rendered by the costs arbitrator may be entered in any court having jurisdiction thereof. (g) The parties agree to equally split the cost of production any arbitration including the administrative fee, the compensation of documents the arbitrator and the expenses of any witnesses or proof produced at the direct request of the arbitrator. (to include search time and reproduction costs). h) The parties shall equally split each bear all their own costs and expenses, including the fees and expenses of legal counsel and expert witnesses. (i) Notwithstanding the agreement to arbitrate contained in this Article XI, any party may apply to any court having jurisdiction to enforce this Agreement to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved. (j) The arbitrator shall have the right only to interpret and apply the terms and conditions of this Agreement in accordance with the law of the arbitration State and to order any remedy allowed by this Agreement, but may not change any term or condition of this Agreement, deprive any party of any remedy expressly provided hereunder or provide any right or remedy that has not been expressly provided hereunder. (k) The arbitrator shall not have the arbitratorspower to award consequential damages or punitive damages. (l) The Federal Arbitration Act, 9 U.S.C. Sections 1 through 14, except as modified hereby, shall govern the interpretation and enforcement of this Article XI.

Binding Arbitration. (a) Any Except as provided in Sections 3.1(b)(iii), 3.2(c) and 9, Buyer and Seller agree that any controversy or claim arising out of or relating to this Agreement or the transactions contemplated herein (including any question arising as to whether or not any dispute not settled by falls within the parties by structured negotiation (other than actions for injunctive relief including specific performanceterms of this Section 11.11 or the selection of arbitrators) shall be submitted only to binding settled by arbitration. The arbitration will be conducted , in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the American Arbitration Association (the "AAA") in effect as of the Closing Date, although such arbitration need not be administered by the AAA. In Such arbitration shall be conducted by a single neutral arbitrator. Buyer shall choose one arbitrator and Seller shall choose one arbitrator both within fifteen (15) days after notice by either party of the event need to commence arbitration. If either party has not chosen an arbitrator within such 15-day period, then the appointed arbitrator shall be the arbitrator for the arbitration. If both parties have chosen an arbitrator within such 15-day period, the two arbitrators shall agree on a third arbitrator, who shall serve as the sole arbitrator for the arbitration. Arbitration proceedings shall be commenced by either Buyer or Seller, by delivering to the other a written notice requesting arbitration. All arbitration proceedings shall be conducted in Omaha, Nebraska, or at such other location as is mutually agreed to by Seller and Buyer, on a date and at a time that is reasonably acceptable to each of Seller and Buyer. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof. The arbitrator shall be bound to follow the laws of the State of Delaware. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Buyer and the Seller shall use reasonable efforts to cause the arbitrator to manage the arbitration such that a conflict with such rules, decision is delivered to the parties within 60 days after the controversy or claim is submitted to arbitration. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Agreement will controlSection 11.11(a) shall not be a basis for challenging the award. (b) The arbitration shall take place in SeattleAll costs, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single including the arbitrator, 's fees and expenses and the two (2) selected arbitrators reasonable costs and expenses of the other party and its counsel, shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered be borne by the arbitrators party or parties against which an award is rendered in dispute. ASSET PURCHASE AGREEMENT (c) Any legal proceeding instituted to enforce an arbitration award hereunder may be brought in a court of competent jurisdiction (either state or federal). Nothing herein shall be final and binding and may be entered as a judgment construed to prevent any party from seeking equitable relief in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement restrain or prohibit any breach or threatened breach of any covenant of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit set forth in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the this Agreement, whether or not the arbitrators may not award non-monetary parties have first sought to resolve the dispute through negotiation or equitable relief of any sortarbitration pursuant to this Section 11.11. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.ASSET PURCHASE AGREEMENT

Binding Arbitration. (a) Any dispute not settled by If the parties by structured negotiation to a Disagreement are unable to resolve the Disagreement between them pursuant to Section 10.06(c)(i) within thirty (other than actions for injunctive relief including specific performance30) days of the making of the written election to mediate or sooner if the parties mutually agree, or if a mediator is not appointed within the time frame set forth in that Section, either party to a Disagreement may submit the Disagreement to arbitration unless the amount of the Loss in question involves pending litigation with a third party, in which event arbitration shall not be submitted only commenced until such amount is ascertained or both parties to binding the Disagreement agree to arbitration. The Any such arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In American Arbitration Association then pertaining (the event of a conflict "Rules"), insofar as such Rules are not inconsistent with such rulesthe terms and provision set forth in this Agreement, this Agreement will control.unless the parties mutually agree otherwise, and pursuant to the following procedures (bA) The arbitration Disagreement shall take place in Seattle, Washington, before be settled by a panel of three arbitrators appointed as follows: (3) arbitrators. Each of the parties to the Disagreement shall each party shall select a single one arbitrator, and the two (2) arbitrators so selected arbitrators shall mutually agree upon select a thirdthird arbitrator. The arbitrators selected shall have knowledge set a limited time period and experience establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the computer software businesssole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the Disagreement. The arbitrators shall rule on upon motions to compel or limit discovery and shall have the dispute authority to impose sanctions, including reasonable attorney's fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that it was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and the amount of any claim involved in a Disagreement shall be binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by issuing a written opinion setting forth findings of fact and conclusions which shall state the rationale for their decision within thirty award, judgment, decree or order of the arbitrators. (30B) days after the close of hearings. The decision Judgment upon any award rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court having jurisdiction, as determined in Section 10.06(b) above. Any such arbitration shall be held in the county and state of competent jurisdictionresidence or domicile of the party against whom the Disagreement was first asserted, under the rules then in effect of the American Arbitration Association. For purposes of this Section 10.06(c)(ii): (i) Infodata shall be deemed to be domiciled in Fairfax County, Virginia, and the Shareholders and SPI shall be deemed to be domiciled in Pleasanton, California, unless such domiciles are modified by a signed amendment to this Agreement executed by all parties hereto; and, (ii) in any arbitration hereunder in which any claim or the amount thereof stated in a written notice is at issue, Infodata shall be deemed to be the non-prevailing party in the event that the arbitrators award Infodata less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders shall be deemed to the non-prevailing party. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power prevailing party to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, an arbitration hereunder shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear pay its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split expenses, the fees of the arbitration arbitrators, the administrative fee of the American Arbitration Association, and the arbitratorsexpenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Binding Arbitration. PPG and FHS agree to meet and confer in good faith to resolve any problems or dispute that may arise under this Agreement. Such good faith meet and confer shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (a) Any dispute not “AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of disputes for medical malpractice between a Member and the PPG. The parties further agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, whether involving a claim in fort, contract, or otherwise shall be settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to final and binding arbitration, upon the motion of either party, to arbitration under the appropriate rules of the AAA or JAMS, as agreed by the parties. The arbitration will shall be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to practice law. The written demand shall contain a detailed statement of the AAAmatter and facts and include copies of all related documents supporting the demand. In Arbitration must be initiated within six (6) months after the event of alleged controversy or claim occurred by submitting a conflict with such rules, this Agreement will control. (b) written demand to the other party. The failure to initiate arbitration within that period shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each mean the complaining party shall select a single arbitratorbe barred forever from initiating such proceedings. All such arbitration proceedings shall be administered by the AAA or JAMS, as agreed by the parties; however, the arbitrator shall be bound by applicable state and federal law, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing issue a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close conclusions of hearingslaw. The parties agree that the decision rendered by of the arbitrators arbitrator shall be final and binding and as to each of them. Judgment upon the award rendered by the arbitrator may be entered as a judgment in any court of competent having jurisdiction. The arbitrators arbitrator shall control have no authority to make material errors of law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the scheduling so as to process the matter expeditiouslyparties. The times specified in this Section may be extended upon mutual agreement arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the parties upon a showing arbitrator within sixty (60) days of good causethe entry of judgment on the award, or take an appeal pursuant to the provisions of the California Civil Code. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, waive their right to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary jury or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreementcourt trial. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject all cases submitted to arbitration, or concerning the applicabilityparties agree to share equally the administrative fee as well as the arbitrator’s fee, interpretationif any, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, unless otherwise assessed by the arbitrator. The administrative fees shall be governed advanced by the Federal Arbitration Act and resolved initiating party subject to final apportionment by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by thesethis award. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) Any dispute From and after the Effective Time, any dispute, claim or controversy arising out of or relating to this Agreement or the Escrow Agreement including, by way of illustration and not settled by limitation, the parties by structured negotiation (other than actions negotiation, breach, termination, enforcement, interpretation or validity hereof or thereof, including any request for injunctive relief including specific performance) shall , claim based on contract, tort, statute or constitution or the determination of the scope or applicability of this agreement to arbitrate, will be submitted only to binding arbitrationdetermined by arbitration in San Francisco, CA before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, as modified in this Section. (a) The arbitrator will have the power to order hearings and meetings to be held in such place or places as he or she deems in the interests of reducing the total cost to the parties of the arbitration. The arbitration proceedings will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will controlEnglish. (b) The arbitration shall take place in Seattlearbitrator will have the power to order any remedy, Washingtonincluding monetary damages, before a panel specific performance and all other forms of three arbitrators appointed as follows: each party shall select a single arbitratorlegal and equitable relief, and except that the two (2) selected arbitrators shall mutually agree upon a thirdarbitrator will not have the power to order punitive damages. The arbitrators selected shall have knowledge arbitrator may hear and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered dispositive motions as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement part of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyarbitration proceeding (e.g., and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests motions for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionsummary disposition). (c) Any issue concerning Each party will be entitled to the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed timely production by the Federal Arbitration Act other party of relevant, non-privileged and resolved by non-confidential documents or copies thereof. If the arbitrators. No potential arbitrator may serve parties are unable to agree on the panel unless he or she has agreed in writing scope and/or timing of such document production, the arbitrator will have the power, upon application of any party, to abide and be bound make all appropriate orders for the production of documents by theseany party. (d) Before the arbitrator establishes the facts of the case, each party will be entitled to examine witnesses by deposition to provide non-privileged testimony that is relevant to the controversies, claims or disputes at issue. If the parties are unable to agree on the propriety, scope or timing of a deposition, the arbitrator, upon the application of any party, may make all appropriate orders in connection with a proposed deposition. (e) The arbitrator may appoint expert witnesses only with the consent of all of the parties to the arbitration. (f) The arbitrator’s fees and the administrative expenses of the arbitration will be paid equally by the parties to the arbitration. Each party shall bear to the arbitration will pay its own costs of and expenses (including attorney’s fees) in connection with the arbitration. A party seeking discovery shall reimburse . (g) The award rendered by the responding party arbitrator will be final and binding on the costs of production of documents (to include search time and reproduction costs)parties. The parties shall equally split award rendered by the fees arbitrator may be entered into any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. Such court proceeding will disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (h) Except as required by Law, neither party nor the arbitrator may disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (i) Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under ‎‎Section 8.2 and the arbitratorsirrevocably waives any defenses it may have to service in such manner.

Binding Arbitration. A. Within seven (a7) Any dispute not settled business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that it provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The parties involved shall share the fees and expenses of the arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. ▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, at the hearing, its own submission statement; in which case the arbitrator shall determine which of the submitted issues are to be resolved. G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings conditions of fact and the rationale for their decision within thirty (30) days after the close this Memorandum of hearingsUnderstanding. The decision rendered of the arbitrator shall be binding upon the Association to the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdictionjurisdiction to pursue whatever other legal remedies are available to it under this Memorandum of Understanding. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as followsEffective Date: each party may submit in writing to the other partyJune 24, and that party shall so respond2019 JOB TITLE SALARY RANGE A A W/ 3% ↑ B B W/ 3% ↑ C C W/ 3% ↑ D D W/ 3% ↑ E E W/ 3% ↑ Accountant 44 Accounting Technician 40 Administrative Clerk Public Safety 26 Assistant Planner 44 Building Maintenance Supervisor 46 Clerical Assistant 20 Code Enforcement Officer 35 Code Enforcement Supervisor 40 Community Development Executive Assistant 36 Community Services Secretary 36 Communications Coordinator 33 Department Clerk 32 Deputy City Clerk 37 Driver Class B 22 Equipment Mechanic 34 Finance Clerk 32 Grants Coordinator 35 Landscape Supervisor 46 License Enforcement Officer 32 Maintenance Worker I 26 Maintenance Worker II 39 Office Assistant 18 Public Safety Officer 25 Public Works Analyst 44 Public Works Supervisor 48 Receptionist 18 Recreation Coordinator 34 Recreation Specialist 22 Recreation Supervisor 48 Senior Accountant 51 Senior Building Inspector 56 Senior Center Receptionist 18 Senior Services Specialist 22 Senior Services Supervisor 48 Street Supervisor 46 $ 4,930 $ 5,078 $ 5,177 $ 5,332 $ 5,435 $ 5,598 $ 5,707 $ 5,878 $ 4,287 $ 4,416 $ 4,501 $ 4,636 $ 4,726 $ 4,868 $ 4,963 $ 5,112 $ 2,975 $ 3,064 $ 3,124 $ 3,217 $ 3,280 $ 3,378 $ 3,444 $ 3,547 $ 4,912 $ 5,060 $ 5,158 $ 5,313 $ 5,416 $ 5,578 $ 5,687 $ 5,857 $ 5,398 $ 5,560 $ 5,668 $ 5,838 $ 5,951 $ 6,130 $ 6,249 $ 6,436 $ 2,850 $ 2,935 $ 2,992 $ 3,082 $ 3,142 $ 3,236 $ 3,299 $ 3,398 $ 4,515 $ 4,650 $ 4,741 $ 4,883 $ 4,978 $ 5,127 $ 5,227 $ 5,383 $ 5,113 $ 5,266 $ 5,369 $ 5,530 $ 5,637 $ 5,806 $ 5,919 $ 6,097 $ 4,532 $ 4,668 $ 4,759 $ 4,901 $ 4,997 $ 5,146 $ 5,246 $ 5,404 $ 4,027 $ 4,148 $ 4,228 $ 4,355 $ 4,440 $ 4,573 $ 4,662 $ 4,802 $ 4,333 $ 4,463 $ 4,550 $ 4,686 $ 4,777 $ 4,920 $ 5,016 $ 5,166 $ 3,872 $ 3,988 $ 4,066 $ 4,188 $ 4,269 $ 4,397 $ 4,482 $ 4,617 $ 4,703 $ 4,844 $ 4,938 $ 5,087 $ 5,185 $ 5,341 $ 5,445 $ 5,608 $ 2,652 $ 2,732 $ 2,785 $ 2,868 $ 2,924 $ 3,012 $ 3,070 $ 3,162 $ 4,204 $ 4,330 $ 4,414 $ 4,547 $ 4,635 $ 4,774 $ 4,867 $ 5,013 $ 3,448 $ 3,551 $ 3,620 $ 3,729 $ 3,801 $ 3,915 $ 3,991 $ 4,111 $ 4,547 $ 4,683 $ 4,774 $ 4,918 $ 5,013 $ 5,163 $ 5,264 $ 5,422 $ 5,169 $ 5,324 $ 5,428 $ 5,591 $ 5,699 $ 5,870 $ 5,984 $ 6,164 $ 3,348 $ 3,448 $ 3,515 $ 3,620 $ 3,691 $ 3,801 $ 3,875 $ 3,992 $ 3,504 $ 3,609 $ 3,679 $ 3,790 $ 3,863 $ 3,979 $ 4,056 $ 4,178 $ 4,181 $ 4,306 $ 4,390 $ 4,522 $ 4,610 $ 4,748 $ 4,840 $ 4,985 $ 3,151 $ 3,246 $ 3,309 $ 3,408 $ 3,474 $ 3,578 $ 3,648 $ 3,757 $ 2,828 $ 2,913 $ 2,970 $ 3,059 $ 3,118 $ 3,212 $ 3,274 $ 3,373 $ 4,912 $ 5,059 $ 5,158 $ 5,312 $ 5,415 $ 5,578 $ 5,686 $ 5,857 $ 5,357 $ 5,518 $ 5,625 $ 5,794 $ 5,906 $ 6,084 $ 6,202 $ 6,388 $ 2,866 $ 2,952 $ 3,010 $ 3,100 $ 3,160 $ 3,255 $ 3,318 $ 3,418 $ 3,962 $ 4,081 $ 4,160 $ 4,285 $ 4,368 $ 4,499 $ 4,587 $ 4,724 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,084 $ 5,236 $ 5,338 $ 5,498 $ 5,605 $ 5,773 $ 5,885 $ 6,062 $ 5,814 $ 5,988 $ 6,105 $ 6,288 $ 6,410 $ 6,602 $ 6,730 $ 6,932 $ 6,056 $ 6,238 $ 6,359 $ 6,550 $ 6,677 $ 6,877 $ 7,011 $ 7,221 $ 2,851 $ 2,937 $ 2,994 $ 3,083 $ 3,143 $ 3,238 $ 3,300 $ 3,399 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,255 $ 5,413 $ 5,518 $ 5,683 $ 5,794 $ 5,967 $ 6,083 $ 6,266 $ 5,169 $ 5,324 $ 5,427 $ 5,590 $ 5,699 $ 5,870 $ 5,984 $ 6,163 $ 5,992 $ 6,172 $ 5,211 $ 5,367 $ 3,616 $ 3,725 $ 5,971 $ 6,150 $ 6,561 $ 6,758 $ 3,464 $ 3,568 $ 5,488 $ 5,653 $ 6,215 $ 6,401 $ 5,509 $ 5,674 $ 4,895 $ 5,042 $ 5,267 $ 5,425 $ 4,706 $ 4,848 $ 5,717 $ 5,888 $ 3,224 $ 3,320 $ 5,110 $ 5,263 $ 4,191 $ 4,316 $ 5,527 $ 5,693 $ 6,283 $ 6,472 $ 4,069 $ 4,191 $ 4,259 $ 4,387 $ 5,082 $ 5,234 $ 3,830 $ 3,945 $ 3,438 $ 3,541 $ 5,971 $ 6,150 $ 6,512 $ 6,707 $ 3,484 $ 3,588 $ 4,816 $ 4,960 $ 3,344 $ 3,444 $ 6,179 $ 6,365 $ 7,067 $ 7,279 $ 7,361 $ 7,582 $ 3,465 $ 3,569 $ 3,344 $ 3,444 $ 6,387 $ 6,579 $ 6,283 $ 6,471 Updated June 11, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.2019 32

Binding Arbitration. (a) Any dispute arising under this Agreement which cannot settled be resolved through the meeting (or mediation) process will be resolved by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only submission to binding arbitration. The Party submitting the matter to arbitration will notify the American Arbitration Association and the other Party in writing of its desire for arbitration, stating the gravamen of its complaint against the other Party and requesting that the American Arbitration Association commence the arbitration process in [Institution to insert desired location]. All arbitration occurring hereunder will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules rules of the AAAAmerican Arbitration Association. In Judgment upon the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision award rendered by the arbitrators shall be final and binding and arbitrator may be entered as a judgment and enforced in any court of competent jurisdiction. All arbitration conducted hereunder will abide by the following: 15.3.1 The arbitrators shall control Parties agree that a single arbitrator will preside over the scheduling so as to process the matter expeditiouslyarbitration. The times specified Parties agree to request that the American Arbitration Association provide a list of potential arbitrators who (i) are former judges; and (ii) are knowledgeable in both technology and the administration of institutions of higher learning, if such a person can be located. Otherwise, the potential arbitrators will be former judges. The Parties agree to use the “rank and strike” method to appoint the arbitrator. 15.3.2 All proceedings, whether conducted with the Parties present or just with the arbitrator and the attorneys of the Parties will be reported and transcribed with the costs of transcription being shared equally by the Parties; 15.3.3 The arbitrator will be required to make written findings of fact as part of the award; 15.3.4 The arbitrator will not be authorized to make any award for damages in excess of the agreed limitations of liability set out in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose event a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject submitted to arbitration, but this Agreement or concerning the applicabilityapplicable Program Schedule has not been terminated, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by then each Party will continue to perform to the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by theseextent commercially reasonable. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (ai) Any If any dispute referred to in Section 9.04(b) above cannot settled by be resolved through non-binding mediation as provided in Section 9.04(c), the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to agree that they will resolve the dispute through binding arbitration. The arbitration will Non-technical matters shall be conducted in accordance with decided by a single arbitrator under the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAAAmerican Arbitration Association. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration arbitrator shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, be selected and the two (2) selected arbitrators matter resolved using the process described below. Disputes regarding technical matters shall mutually agree upon a thirdbe referred to an independent engineer who is not the Consulting Engineer. The arbitrators selected Any arbitration decision hereunder shall have knowledge and experience in be conclusive as to the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators matters submitted, shall be final and binding upon the parties, and may be entered as a enforced in any court of competent jurisdiction in the State of Florida. The parties agree to the entry of such judgment in any court of competent jurisdictionjurisdiction in the State of Florida. Either party may give to the other written notice of its intention to have a matter submitted to arbitration hereunder, in which event a hearing thereon shall commence within a reasonable time (not to exceed fifteen (15) days, unless expressly provided otherwise in this Agreement) thereafter. (ii) The parties shall mutually agree on a single commercial arbitrator or independent engineer, as applicable. In the event the parties cannot agree, the following procedure shall be used to select the commercial arbitrator or independent engineer, as applicable: the parties shall each submit to the other the name of one commercial arbitrator or independent engineer, as applicable, which each believes is qualified; together, these two shall select a third commercial arbitrator or independent engineer, as applicable. The arbitrators individual so selected shall control arbitrate the scheduling so dispute and is referred to hereafter as to process the matter expeditiously. “Arbitrator.” The times specified in this Section Arbitrator may be extended upon relieved of employment by either party; provided, however, that during a hearing or pending a decision, the Arbitrator shall not be relieved of employment except by mutual agreement of the parties upon a showing of good causeparties. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the AgreementIf such an event occurs, the arbitrators may not award nonparties shall immediately select a new Arbitrator utilizing the above-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictiondescribed procedure. (ciii) Any issue concerning In the extent event either party submits a dispute to which any arbitration and the other party disagrees as to whether the subject matter of such dispute is within the scope of this Section 9.04(g), the Arbitrator shall first determine whether the subject to arbitrationmatter is within such scope. If the Arbitrator determines that the subject matter is within its scope, or concerning it shall resolve the applicabilitymatter. If the Arbitrator determines the subject matter is not within the scope of this Section 9.04(g), interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, the Arbitrator shall not resolve the dispute and the matter shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he any other means available at law or she has agreed in writing to abide and be bound by theseequity. (div) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees services of the Arbitrator shall be paid for, together with any additional costs incurred in excess of the Arbitrator’s fee, including but not limited to any costs incurred in enforcing the arbitration and decision, by the arbitratorsnonprevailing party.

Binding Arbitration. (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to binding arbitration. The arbitration will be conducted in accordance with the procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the AAA. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single arbitrator, and the two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. The decision rendered by the arbitrators shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. Any dispute, claim, disagreement or controversy arising out of, connected with, or relating in any way to this Agreement (a) Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) a "Dispute"), shall be submitted only to resolved by final and binding arbitration. The arbitration will be conducted in in New York, New York in accordance with the procedures set forth herein described hereinafter. Except for an action to obtain interim or provisional relief described herein, or an action to enforce the provisions of this Article, neither the Company nor any Shareholder (individually a "Party" and collectively the Arbitration Rules for Commercial Arbitration Rules of the AAA"Parties") shall file or commence any legal action to resolve a Dispute. In the event of a conflict with such rules, this Agreement will control. (b) The arbitration shall take place be administered by a dispute resolution service provider in SeattleNew York, WashingtonNew York jointly selected by the Parties, before a in accordance with such service provider's procedures. If the Parties cannot agree on such service provider, then the arbitration shall be administered by AAA ("AAA") in New York, New York in accordance with its procedures. (Such jointly selected mediation service provider or AAA is referred to herein as the "Administrator"), The arbitration proceedings shall be conducted by one (1) arbitrator, who shall be selected from the Administrator's panel of three arbitrators appointed as follows: each party shall select a single arbitratorneutrals in accordance with the Administrator's rules, and the two (2) selected arbitrators Parties shall mutually agree upon a thirdcooperate with the Administrator and with each other in selecting the arbitrator. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute Any Party may initiate arbitration by issuing filing a written opinion setting forth findings of fact and demand for arbitration with the rationale for their decision within thirty (30) days after the close of hearingsAdministrator. The decision rendered by of the arbitrators arbitrator shall be final and binding on all Parties, and judgment on the award rendered by the arbitrator may be entered as a judgment in any court of competent jurisdictionhaving jurisdiction thereof. The arbitrators arbitrator shall control the scheduling so as to process the matter expeditiouslynot issue a reasoned award unless all Parties request such an award in writing. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other partyarbitrator may, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreementaward, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that allocate all or part of these procedures are invalid or unenforceablethe costs, shall be governed by fees and expenses of the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split , including the fees of the arbitration arbitrator and the arbitratorsreasonable attorneys' fees of the prevailing Party. All Parties understand that the arbitration provision set forth above constitutes a waiver of a Party's right to a jury trial and constitutes the sole and exclusive method of resolving all Disputes. The foregoing notwithstanding, any Party may seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party, and the Parties agree not to defend against any application for interim or provisional relief on the ground that an arbitration is pending. Any recourse by a Party to a court for interim or provisional relief shall not be deemed incompatible with the arbitration provisions of this Article or a waiver of such Party's right to arbitrate. The provisions of this Article may be enforced by any court having jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys' fees, to be paid by the Party against whom enforcement is ordered.

Binding Arbitration. A. Within twenty (a20) Any dispute not settled business days from the receipt of the written decision of the City Manager or his/her designee, or should the City Manager or his/her designee fail to render a decision within the time period provided by these procedures, the SEMEMTA president or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. 2. The interpretation, application, merits or legality of the exercise of the City’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event SEMEMTA desires to request that a grievance, which meets the requirements of Section 6.B hereof, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that they provide the parties with a list of five names from which the parties will attempt to mutually select an arbitrator. If the parties cannot mutually agree upon an arbitrator from the list of arbitrators provided by structured negotiation (other than actions for injunctive relief including specific performance) the State Mediation & Conciliation Service, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be submitted only limited to binding arbitrationthe formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. The arbitration will Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures set forth herein for the conduct of such arbitration. The fees and expenses of the arbitrator shall be shared equally by the parties involved. All other expenses including but not limited to fees for witnesses, transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and similar materials required or requested by the arbitrator equally. ▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Arbitration Rules for Commercial Arbitration Rules of Association shall meet and prepare a joint statement setting forth the AAAissue(s) to be determined which shall be submitted to the arbitrator. In the event of a conflict with such rulesthe City and the Association cannot agree on the joint statement, this Agreement will control. (b) The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party shall select a single present to the arbitrator, and at the two (2) selected arbitrators hearing, its own submission statement; in which case the arbitrator shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in determine which of the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of fact and the rationale for their decision within thirty (30) days after the close of hearings. submitted issues are to be resolved. G. The decision rendered of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and conditions of this Memorandum of Understanding. H. The decision of the arbitrator shall be binding upon the Association. To the extent the decision and award of the arbitrator does not require action by the arbitrators City Council, such decision and award shall be final binding upon the City. If within sixty (60) business days of receiving notice of a decision and binding and award requiring action by the City Council, such action is not taken, the Association may be entered as then resort to a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as jurisdiction to process the matter expeditiously. The times specified in pursue whatever other legal remedies are available to it under this Section may be extended upon mutual agreement Memorandum of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdictionUnderstanding. (c) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.