Common use of Dispute Resolution and Governing Law Clause in Contracts

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. Subject to Paragraph C below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. This Section provides for resolution of Disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury or through a class action. You may continue to have certain rights to obtain relief in small claims court or from a federal or state regulatory agency. The Quote and Services rendered thereunder arbitration shall be governed administered by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party JAMS pursuant to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. Subject to Paragraph C below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Comprehensive Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted and Procedures and in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged Expedited Procedures in any counterclaim, cross-those rules. If no disputed claim or third-party claim but counterclaim exceeds $250,000, not including interest or attorneys’ fees or other costs associated with the resolution of the dispute)fees, the Dispute is to arbitration shall be decided administered under the JAMS Streamlined Arbitration Rules and Procedures as modified by three arbitrators appointed in accordance with this Agreement. Judgment on the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and Award may be entered in any court of competent having jurisdiction. A Party's failure Notwithstanding any JAMS rule to make the contrary or any other provision in arbitration rules chosen by agreement, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, including any disagreements regarding the scope and enforceability of this agreement to arbitrate. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. You and ▇▇▇▇▇▇▇▇ agree that each may bring claims against the other only in your or its individual capacity, and not as a timely demand for arbitration results plaintiff or class member in any purported class or representative proceeding. Further, unless both you and ▇▇▇▇▇▇▇▇ agree otherwise, the forfeiture arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of all a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the claims individual party seeking relief and issues only to the extent necessary to provide relief warranted by that party’s individual claim. If any portion of this paragraph is found to be unenforceable, then the entirety of this Section 9 shall be null and void. The arbitration process established by this Section 9 is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. You and ▇▇▇▇▇▇▇▇ each agree that the Party identified in its FAA’s provisions—and not state law—govern all questions of whether a Dispute Notice. b. Subsequent is subject to arbitration. To the filing extent this Agreement conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of any demand for arbitration but prior to: Procedural Fairness (i) the selection of the arbitrator(s“Minimum Standards”); and (ii) the commencement of discovery, the Parties must participateMinimum Standards in that regard will apply. However, nothing in good faiththis paragraph will require or allow you or ▇▇▇▇▇▇▇▇ to arbitrate on a class-wide, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equallyrepresentative, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceedingconsolidated basis. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. 13.1 The Quote parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations as follows: (a) Either party may give the other party written notice of any dispute not resolved in the normal course of business. Executives of each of the parties will meet at a mutually acceptable time and Services place within thirty (30) days after delivery of the notice, and thereafter for as long as they reasonably deem necessary. The purpose of this meeting is for the executives to exchange relevant information and to attempt to resolve the dispute. (b) If the matter has not been resolved by the executives within forty-five (45) days of the notice, or if the parties fail to meet within the thirty (30) day period, the dispute will be resolved by arbitration as set forth below. 13.2 Any controversy or claim arising out of or relating to this Agreement or the validity, inducement, enforcement, or breach thereof, which is not resolved as set forth in Section 13.1 shall be resolved by binding arbitration before a single arbitrator in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls. The parties hereby consent to the jurisdiction of the federal district court for the district in which the arbitration is held for the enforcement of this provision and the entry of judgment on any award rendered thereunder hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 10 lawyers or was a judge of a court of general jurisdiction. The arbitration shall be held in Minneapolis, Minnesota and in rendering the award the arbitrator must apply the substantive law of Minnesota (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be neutral, independent, disinterested, impartial and shall abide by The Code of Ethics for Arbitrators in Commercial Disputes approved by the AAA. Within 45 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from selection of the arbitrator. Failing such agreement, the AAA will design and the parties will follow procedures that meet such a time schedule. Each party has the right before or, if the arbitrator cannot hear the matter within an acceptable period, during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEYS’ FEES OR COSTS. 13.3 This Agreement shall be governed by, and interpreted and construed in accordance with the laws of the State of New YorkMinnesota, USA, excluding: (excluding its a) the conflict of law provisions, provisions now or hereafter in force; and (b) the UN provisions of the United Nations Convention on Contracts for the International Sale of GoodsGoods dated April 11, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice1980. a. Subject to Paragraph C below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for 23.1 If a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute”), either Party shall give to the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of other written notice of the Dispute sent by one Party to the other Party Dispute, setting out its nature and full particulars (a “Dispute Notice”), together with relevant supporting documents. The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics On service of the Dispute Notice, the Parties shall attempt in detail; and good faith to resolve the Dispute within thirty (ii30) designate its senior management representative. The other Party shall, within five (5) business days after receiving Business Days of the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in date of the Dispute Notice. a. Subject 23.2 If a Dispute arises in the first year following the Commencement Date relating to Paragraph C belowthe Agent’s reasonable conduct of its claims handling activities (“Claims Dispute”), any if the Parties are unable to resolve the Claims Dispute that cannot the matter shall be amicably settled by immediately escalated to the CEO’s of both Parties for resolution within fourteen (14) Business Days. 23.3 If the Parties are unable to resolve a Dispute or Claims Dispute, the Parties shall be finally settled under enter into mediation in good faith to settle the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing Dispute in accordance with the filing of a notice of demand for arbitration by either Party following CEDR Model Mediation Procedure. Unless otherwise agreed between the conclusion of the Parties within thirty (30) calendar day period referenced Business Days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in Paragraph writing (Athe “ADR notice”) above. Any arbitration will to the other Party, referring the dispute to mediation. 23.4 Notwithstanding a Party may refer the Dispute to a court having competent jurisdiction over the Parties and the subject matter of this Agreement. 23.5 This Agreement shall be conducted governed by and constructed in accordance with the following: (i) if laws of England and Wales. 23.6 The Parties agree that the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in courts of England will have exclusive jurisdiction to settle any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) disputes between the Parties are arising out of or in connection with this Agreement (including disputes relating to share all fees its formation, validity and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Noticetermination). b. Subsequent to 23.7 Nothing in this Clause 23 will prevent or restrict You or the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceedingAgent from terminating this Agreement under Clause 12. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder This Agreement shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters If the Parties are unable to amicably resolve any dispute within sixty (60) days, the dispute will be governed settled by binding arbitration in accordance with the Federal Commercial Arbitration Rules of Civil Procedure unless the Parties agree otherwise American Arbitration Association in writinga mutually agreed location. Any Either Party may take appropriate legal action as may be required for the enforcement of such arbitration award. If any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. (a) Subject to Paragraph C (c) below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) the paragraph above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million 5,000,000 USD (combined with damages alleged in any counterclaim, cross-claim or third-third party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms Terms and conditions Conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Noticesubmissions. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. The Quote 15.1. This Agreement and Services rendered thereunder the relationship between the Parties shall be governed by by, and interpreted in accordance with, the laws of the State of New York, (excluding its conflict of law provisionsIndia. Subject to this Clause, the UN Convention on Contracts for courts in [Ahmedabad, India] shall have exclusive jurisdiction over all matters arising pursuant to this Agreement. 15.2. If any claim, dispute or difference arises between any of the International Sale Parties hereto during the subsistence of Goodsthis Agreement or thereafter, and any laws which govern in connection with the validity, perfectioninterpretation, implementation or creation alleged material breach of any lien provision of this Agreement or security interest hereunderregarding any question, and including the exercise question as to whether the termination of rights or remedies with respect of this Agreement by any Party hereto has been legitimate, the Parties hereto shall endeavour to settle such lien or security interest for a particular item which will be governed by the laws dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the applicable jurisdiction pertaining Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (thirty) Business Days, gives 30 (thirty) Business Days’ notice thereof to liens)the other Party in writing. 15.3. All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any disputedisputes, controversy differences or claim arises claims arising out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. Subject to Paragraph C belowincluding, any Dispute that canquestion regarding its existence, validity, construction, performance, termination or alleged violation which is not be amicably settled by the Parties resolved under Clause 15.1 shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for resolved by binding arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted in accordance with the following: procedural rules prescribed by under the Indian Arbitration and Conciliation Act, 1996 (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute“Arbitration Act”), the Dispute is as amended from time to time, which shall be deemed to be decided incorporated by three arbitrators reference in this Clause. The arbitration shall be conducted by a sole arbitrator which shall be appointed in accordance with the AAA Rules – all other claims are to be decided rules prescribed by one arbitrator appointed in accordance with the AAA Rules; (ii) Arbitration Act. The decision of the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to shall be final and binding on the disputing Parties. Notwithstanding the foregoing, each Party can claim injunctions and may be entered interim relief in connection with any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results proceedings, before the courts in India as per the forfeiture of all of the claims and issues that the Party identified in its Dispute NoticeArbitration Act. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules15.4. The Parties are to share seat, venue and place for such arbitration shall be [Ahmedabad] and all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to proceedings shall be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waivedthe English language. 15.5. The Parties’ participation award rendered by the arbitrator shall be final and conclusive on all Parties to this Agreement. The award rendered by the arbitrator shall, in addition to dealing with the mediation is without prejudice merits of the case, fix the costs of the arbitration and decide which of the parties thereto shall bear such costs or in what proportions such costs shall be borne by such parties. Each Party shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any positions taken or evidence introduced during any subsequent arbitration proceedingarbitral proceedings commenced under this Agreement. c. 15.6. Nothing shall preclude any Party from seeking interim or permanent equitable or injunctive relief, or both, from the competent courts, having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties may engage to pursue any remedy (including for monetary damages) through the arbitration described in the discovery following the close of mediation, in accordance with the following: this Clause 15 (i) each Party may take threeDispute Resolution and Governing Law).

Dispute Resolution and Governing Law. 15.1 The Quote parties will attempt to settle any claim or controversy arising out of these T&Cs through consultation and Services rendered thereunder shall negotiation in good faith and the spirit of mutual cooperation. If those attempts fail, then the dispute will be submitted for non-binding mediation conducted by a mutually acceptable mediator. The mediator will be chosen by the parties within 21 calendar days after written notice by either party to the other party demanding mediation. In no event will either party unreasonably withhold consent to the selection of a mediator and both parties will share equally the costs of the mediation. Any dispute that cannot be resolved between the parties through negotiation or mediation within 45 calendar days of the date of the initial written notice demanding mediation, unless the parties agree in writing to extend such term, may then be submitted for resolution to the corresponding courts, as indicated in these T&Cs. Nothing in this Section will prevent either party from resorting to judicial proceedings at any time, if: (a) the claim or lawsuit involves intellectual property rights or (b) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others. 15.2 These T&Cs will be interpreted under, and any disputes whether sounding in contract, tort or otherwise arising out of these T&Cs will be governed by by, the laws of the State of New YorkIllinois, (excluding its conflict conflicts of law provisions, principles. Buyer irrevocably consents to the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws exclusive jurisdiction of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by state and federal courts located in Cook or Lake County in the Federal Rules State of Civil Procedure unless the Parties agree otherwise Illinois, USA, in writing. Any dispute, controversy or claim arises connection with all actions arising out of or in connection with this Agreement (“Dispute”)these T&Cs, and waives any objections that venue is an inconvenient forum. ▇▇▇▇▇ further agrees that it will not initiate any action against Seller in any other jurisdiction. 15.3 Notwithstanding the Parties shall first attemptforegoing, if the Seller is a Seller Affiliate based in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth Mexico, these T&Cs will be interpreted under, and any disputes whether sounding in contract, tort or otherwise arising out of these T&Cs will be governed by, the specifics laws of Mexico, excluding its conflicts of law principles and Buyer irrevocably consents to the exclusive jurisdiction of the Dispute in detail; state and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified federal courts located in the Dispute Notice. a. Subject to Paragraph C belowMexico City, in connection with all actions arising out of or in connection with these T&Cs, and waives any Dispute objections that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute venue is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rulesan inconvenient forum; (ii) Colombia, these T&Cs will be interpreted under, and any disputes whether sounding in contract, tort or otherwise arising out of these T&Cs will be governed by, the arbitrator has no authority laws of Colombia, excluding its conflicts of law principles and Buyer irrevocably consents to award punitive or other damages beyond the prevailing Party's actual direct damages exclusive jurisdiction of the state and may notfederal courts located in Bogota, in connection with all actions arising out of or in connection with these T&Cs, and waives any event, make any ruling, finding, objections that venue is an inconvenient forum; or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) Argentina, these T&Cs will be interpreted under, and any disputes whether sounding in contract, tort or otherwise arising out of these T&Cs will be governed by, the arbitration award is laws of Argentina, excluding its conflicts of law principles and Buyer irrevocably consents to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses exclusive jurisdiction of the arbitration equallystate and federal courts located in the City of Buenos Aires, in connection with the exception that each Party bears the expense all actions arising out of its own counsel, experts, witnessesor in connection with these T&Cs, and preparation and presentation of submissions.(v) waives any objections that venue is an inconvenient forum. 15.4 ▇▇▇▇▇ further agrees that it will not initiate any action against Seller in any jurisdiction different to the arbitration is to ones included herein. ▇▇▇▇▇ agrees that a final judgment in any such action or proceeding will be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding conclusive and may be entered enforced in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in other jurisdiction (including without limitation, the forfeiture of all appropriate courts of the claims and issues that jurisdiction in which Buyer is resident or in which any property or an office of Buyer is located) by suit on the Party identified judgment or in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rulesother manner provided by law. The Parties are to share all fees provisions of this Section (Dispute Resolution and expenses Governing Law) shall survive the termination or expiration of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceedingthese T&Cs. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. 12.1. In case any dispute arises between the Parties with respect to the MOU, including its validity, interpretation, implementation or alleged material breach of any of its provisions, the Parties hereto shall endeavor to settle such dispute amicably. 12.2. If the Parties fail to bring about an amicable settlement within a period of 30 (thirty) days from the date on which the dispute is raised by either Party in writing, dispute shall be taken up by either Party for resolution through AMRCD as mentioned in DPE OM No. 4(1)/2013 – DPE (GM)/ FTS – 1835 dt. 22/05/2018 and revised guidelines dt. 14.12.2022 and OM No. 334774/DoLA/AMRD/2019 dated 31st March, 2020, issued by Department of Legal Affairs, Ministry of Law & Justice, Government of India.. The Quote cost of the arbitration proceedings shall be borne equally by the Parties. 12.3. If at the time of occurrence of the dispute, mandate of AMRCD/PMA is not in existence or is not applicable to the dispute, the Parties shall opt for the arbitration in accordance with the provisions of the Arbitration and Services rendered thereunder Conciliation Act, 1996 and Rules made there under, or any legislative amendment or modification made thereto. The reference shall be to a sole arbitrator, mutually appointed by the Parties. All fees, costs, or expenses pertaining to arbitration proceedings shall initially be borne equally by the Parties, and will be reimbursed, within a period of 30 days, to the other Party in whose favor the award is passed. Any other fees and costs incurred by the Parties, other than in respect of arbitration proceedings, shall be borne by the respective Parties 12.4. In that case, the seat of the arbitration shall be Mumbai. The award given by the Arbitrator shall be final and binding on the Parties. The language of arbitration shall be English. The Parties shall continue to perform their respective obligations under this MOU, despite the continuance of the arbitration proceedings, except for the disputed part under arbitration 12.5. This MOU shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. Subject to Paragraph C below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted interpreted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution laws of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA RulesIndia. The Parties courts in Mumbai only shall have the exclusive jurisdiction to try, entertain and decide the matters which are to share all fees and expenses not covered under the ambit of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceedingArbitration. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder This Agreement shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters If the Parties are unable to amicably resolve any dispute within sixty (60) days, the dispute will be governed settled by binding arbitration in accordance with the Federal Commercial Arbitration Rules of Civil Procedure unless the Parties agree otherwise American Arbitration Association in writinga mutually agreed location. Any Either Party may take appropriate legal action as may be required for the enforcement of such arbitration award. If any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. (a) Subject to Paragraph C (b) below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) the paragraph above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million 5,000,000 USD (combined with damages alleged in any counterclaim, cross-claim or third-third party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms Terms and conditions Conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take threefactual

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters are to be governed by the Federal Rules of Civil Procedure unless the Parties agree otherwise in writing. Any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. Subject to Paragraph C below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million (combined with damages alleged in any counterclaim, cross-claim or third-party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Notice. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three;

Dispute Resolution and Governing Law. The Quote and Services rendered thereunder This Agreement shall be governed by the laws of the State of New York, (excluding its conflict of law provisions, the UN Convention on Contracts for the International Sale of Goods, and any laws which govern the validity, perfection, or creation of any lien or security interest hereunder, and the exercise of rights or remedies with respect of such lien or security interest for a particular item which will be governed by the laws of the applicable jurisdiction pertaining to liens). All procedural matters If the Parties are unable to amicably resolve any dispute within sixty (60) days, the dispute will be governed settled by binding arbitration in accordance with the Federal Commercial Arbitration Rules of Civil Procedure unless the Parties agree otherwise American Arbitration Association in writinga mutually agreed location. Any Either Party may take appropriate legal action as may be required for the enforcement of such arbitration award. If any dispute, controversy or claim arises out of or in connection with this Agreement (“Dispute”), the Parties shall first attempt, in good faith, to resolve the dispute through negotiation between their designated senior management representatives for a period of thirty (30) calendar days from the date of notice of the Dispute sent by one Party to the other Party (“Dispute Notice”). The Party sending the Dispute Notice shall, in such notice: (i) set forth the specifics of the Dispute in detail; and (ii) designate its senior management representative. The other Party shall, within five (5) business days after receiving the Initial Dispute Notice and by written notice to the initiating Party, designate its senior management representative and add any other issues or claims for resolution not identified in the Dispute Notice. a. (a) Subject to Paragraph C (b) below, any Dispute that cannot be amicably settled by the Parties shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), commencing with the filing of a notice of demand for arbitration by either Party following the conclusion of the thirty (30) calendar day period referenced in Paragraph (A) the paragraph above. Any arbitration will be conducted in accordance with the following: (i) if the Dispute involves a claim for damages totaling at least $5 million 5,000,000 USD (combined with damages alleged in any counterclaim, cross-claim or third-third party claim but not including attorneys’ fees or other costs associated with the resolution of the dispute), the Dispute is to be decided by three arbitrators appointed in accordance with the AAA Rules – all other claims are to be decided by one arbitrator appointed in accordance with the AAA Rules; (ii) the arbitrator has no authority to award punitive or other damages beyond the prevailing Party's actual direct damages and may not, in any event, make any ruling, finding, or award that does not conform to the terms Terms and conditions Conditions of the [Order/Agreement]; (iii) the arbitration award is to be in writing and is to specify the factual and legal basis for the award; (iv) the Parties are to share all fees and expenses of the arbitration equally, with the exception that each Party bears the expense of its own counsel, experts, witnesses, and preparation and presentation of submissions.(v) the arbitration is to be conducted in Phoenix, Arizona unless all parties agree to a different location; and (vi) the arbitration is to be final and binding and may be entered in any court of competent jurisdiction. A Party's failure to make a timely demand for arbitration results in the forfeiture of all of the claims and issues that the Party identified in its Dispute Noticesubmissions. b. Subsequent to the filing of any demand for arbitration but prior to: (i) the selection of the arbitrator(s); and (ii) the commencement of discovery, the Parties must participate, in good faith, in a confidential mediation with a third-party neutral mediator selected in accordance with the AAA Rules. The Parties are to share all fees and expenses of the mediation equally, with the exception that each Party bears the expense of its own counsel and preparation and presentation of submissions. The mediation is to be conducted in Phoenix, Arizona unless all parties agree to a different location. All objections to jurisdiction and venue in Phoenix, Arizona are hereby waived. The Parties’ participation in the mediation is without prejudice to any positions taken or evidence introduced during any subsequent arbitration proceeding. c. The Parties may engage in the discovery following the close of mediation, in accordance with the following: (i) each Party may take three