Common use of Dispute Resolution Procedure Clause in Contracts

Dispute Resolution Procedure. a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. aIf a Claim (as defined below) The Contractor hereby acknowledges arises, whether or not arising out of Employee's employment, termination of employment, or otherwise, that the Project Manager will determine in Employer may have against Employee, or that Employee may have against the first instance all questions Employer or against its parent, subsidiaries, affiliated entities of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment foregoing, the shareholders, officers, directors, employees, agents or any other representatives of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation any of the Scope of Services; and claims for damagesforegoing, compensation and losses. b) The Contractor such Claim shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute resolved in accordance with the procedures procedure set forth below. A Claim must be processed in this Article. Exhaustion of these procedures the manner set forth below, otherwise the Claim shall be void and deemed waived even if there is a condition precedent federal or state statute of limitations which would allow more time to any lawsuit permitted hereunderpursue the Claim. da. Within one (1) In year from the event date that the aggrieved party knew or should have known of such disputethe facts that gave rise to the Claim, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account aggrieved party must give written notice of the Agreement (including but Claim to the other party hereto. The parties will hold informal discussions and attempt to resolve the Claim. If written notice of the Claim is not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters given within the County Mayor's purview as set forth above shall one (1) year period, the Claim will be conclusive, final and binding on deemed to be time- barred. b. If the Parties. Any such dispute shall be brought, if at all, before the County Mayor Claim is not resolved within ten (10) 30 days after written notice of the occurrenceClaim was given pursuant to paragraph 6.a., event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but parties agree to immediately participate in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made good faith in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion mediation conducted pursuant to the provisions Employment Dispute Resolution Rules of this Articlethe American Arbitration Association ("AAA"). If the mediation fails to resolve the Claim, such action either party may initiate arbitration by serving upon the other party written Demand for Arbitration and by filing the Demand for Arbitration in conformance with the rules of the AAA. The written Demand for Arbitration must be served within 45 days after the conclusion of the mediation. c. The written Demand for Arbitration shall describe the factual basis of all Claims asserted, and shall be fair and impartial when exercised served upon the other party hereto by certified or takenregistered mail, return-receipt requested. The County MayorIf Demand for Arbitration is not served within the applicable time period, the Claim will be deemed to be time-barred. d. Written notice or Demand for Arbitration, or both, to Employee will be mailed to Employee's address as appropriateit appears in the Employer's records. Written notice or Demand for Arbitration, or both, to the Employer, or its officers, directors, employees or agents, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreementsent to: Tekni-Plex, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Dr.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges that a. Save where there is a statutory process with mandatory application for the Project Manager will determine resolution of a specific type of dispute between the Parties, the Parties shall attempt in the first instance all questions of good faith to negotiate a settlement to any nature whatsoever dispute between them arising out of, under, of or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as with the CDA within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the value, acceptability and fitness Chief Procurement Officer (or equivalent) of each Party. b. Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. c. If the dispute cannot be resolved by the Parties pursuant to 1.15a the Parties shall refer it to mediation pursuant to the procedure set out in 1.15e unless (a) you consider that the dispute is not suitable for resolution by mediation; or (b) we do not agree to mediation. d. The obligations of the Services; questions as to either party's fulfillment of its obligations Parties under the Contract; negligenceCDA shall not be suspended, fraud cease or misrepresentation; questions as be delayed by the reference of a dispute to mediation and we shall comply fully with the interpretation requirements of the Scope of Services; CDA at all times. e The procedure for mediation and claims for damages, compensation and losses.consequential provisions relating to mediation are as follows:- b(i) The Contractor a neutral adviser or mediator ("the Mediator") shall be bound chosen by all determinations or orders and shall promptly comply with every order of agreement between the Project ManagerParties or, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, if they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate agree upon a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor Mediator within ten (10) days Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the occurrenceproposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, event or act out of which apply to the dispute arisesCentre for Effective Dispute Resolution (CEDR) to appoint a Mediator. e(ii) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event Parties shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation within ten (10) Working Days of the Agreement. All such disputes shall be submitted in writing by appointment of the Contractor to the County Mayor for a decision, together Mediator meet with all evidence and other pertinent information regarding such questions, him in order that to agree a fair programme for the exchange of all relevant information and impartial decision may the structure to be madeadopted for negotiations to be held. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as If considered appropriate, shall render the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution (CEDR) to provide guidance on a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articlesuitable procedure. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a(i) The Contractor hereby acknowledges parties agree that the Project Manager will determine in the first instance all questions of any nature whatsoever dispute arising out of, under, of or in connection with, or in any way related to or on account ofthe Employment relationship between them, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to common law or statutory claims in the nature of for discrimination, wrongful discharge, breach of contract, fraud breach of public policy, physical or misrepresentation arising either before mental harm or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above distress, unpaid wages or any other dispute, shall be conclusiveresolved by binding arbitration, except where the law specifically forbids the use of arbitration as a final and binding on remedy. (ii) The party claiming to be aggrieved shall furnish to the Partiesother party a written statement of the grievance identifying any witnesses or documents that support the grievance and the relief requested or proposed. (iii) If the other party does not agree to furnish the relief requested or proposed, or otherwise does not satisfy the demand of the party claiming to be aggrieved, the parties shall submit the dispute to nonbinding mediation before a mediator to be jointly selected by the parties. Any such The Company will pay the cost of the mediation. (iv) If the mediation does not produce a resolution of the dispute, the parties agree that the dispute shall be broughtresolved by final and binding arbitration in Seattle, Washington. The parties shall attempt to agree to the identity of an arbitrator, and, if at allthey are unable to do so, before the County Mayor within ten parties agree to assignment of an arbitrator from Judicial Arbitration and Mediation Services (10JAMS). The arbitrator shall have the authority to determine whether the conduct complained of in section (g)(ii) days violates the rights of the occurrencecomplaining party and, event or act out of which if so, to grant any relief authorized by law; provided, however, that the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base employee and the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation Company agree that for violations of the Agreement. All such disputes shall be submitted in writing by employee's trade secret obligations, the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor Company reserves the right to pursue any remedies available under law after exhausting seek preliminary injunctive relief in court in order to preserve the provisions of this Article. f) This Article will survive status quo or prevent irreparable injury before the termination matter can be heard in arbitration. The arbitrator shall not have the authority to modify, change or expiration refuse to enforce the terms of this Agreement. In addition, the arbitrator shall not have the authority to require the Company to change any lawful policy or benefit plan. The hearing shall be transcribed. The Company shall bear the costs of the arbitration if the Employee prevails. If the Company prevails, the Employee will pay half the cost of the arbitration or $500, whichever is less. Each party shall be responsible for paying its own attorneys fees, unless the law provides otherwise. Arbitration shall be the exclusive final remedy for any dispute between the parties, and the parties agree that no dispute shall be submitted to arbitration where the party claiming to be aggrieved has not complied with the preliminary steps provided for in clauses (ii) and (iii) above. (v) Employee acknowledges that he has carefully read this arbitration agreement and understands it, and is entering into the agreement voluntarily after a reasonable period of time to consider it and review it with personal legal counsel. Employee also acknowledges he may be giving up the opportunity to bring claims before a court or jury, and does so in order to gain the benefits of a speedy, impartial and cost-effective resolution procedure.

Dispute Resolution Procedure. You and NaviCyte ("the parties ") agree that any dispute arising out of or related to the employment relationship between them, including the termination of that relationship and any allegations of unfair or discriminatory treatment arising under state or federal law or otherwise, shall be resolved by final and binding arbitration, except where the law specifically forbids the use of arbitration as a final and binding remedy, or where paragraph (g) below specifically allows a different remedy. The following dispute resolution procedure shall apply: (a) The Contractor hereby acknowledges party claiming to be aggrieved shall furnish to the other party a written statement of the grievance identifying any witnesses or documents that support the Project Manager will determine in grievance and the first instance all questions relief requested or proposed. (b) The responding party shall furnish a statement of any nature whatsoever arising out ofthe relief, underif any, that it is willing to provide, and the witnesses or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions documents that support its position as to the valueappropriate action. The parties can mutually agree to waive this step. If the matter is not resolved at this step, acceptability and fitness the parties shall submit the dispute to nonbinding mediation before a mediator to be jointly selected by the parties. NaviCyte will pay the cost of the Services; questions as mediation. (c) If the mediation does not produce a resolution of the dispute, the parties agree that the dispute shall be resolved by final and binding arbitration. The parties shall attempt to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as agree to the interpretation identity of the Scope of Services; and claims for damagesan arbitrator, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Managerand, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders if they are given orallyunable to do so, they will be issued in writing obtain a list of arbitrators from the Federal Mediation and Conciliation Service and select an arbitrator by the Project Manager as soon thereafter as is practicablestriking names from that list. c(d) The Contractor mustarbitrator shall have the authority to determine whether the conduct complained of subparagraph (a) of this paragraph violates the rights of the complaining party and, if so, to grant any relief authorized by law, subject to the exclusions of paragraph (g) below. The arbitrator shall not have the authority to modify, change or refuse to enforce the terms of any employment agreement between the parties. In addition, the arbitrator shall not have the authority to require NaviCyte or Trega to change any lawful policy or benefit plan. (e) The hearing shall be transcribed. NaviCyte shall bear the costs of the arbitration if you prevail. If NaviCyte prevails, you will pay half the cost of the arbitration or $500, whichever is less. The prevailing party in the final instance, seek any such arbitration shall be entitled to resolve every difference concerning the Agreement recover its actual reasonable attorneys' fees in connection with the Project Manager. In arbitration and the event enforcement of the arbitrator's award. (f) ARBITRATION SHALL BE THE EXCLUSIVE FINAL REMEDY FOR ANY DISPUTE BETWEEN THE PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES INVOLVING CLAIMS FOR DISCRIMINATION OR HARASSMENT (SUCH AS CLAIMS UNDER THE FAIR EMPLOYMENT AND HOUSING ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT, OR THE AGE DISCRIMINATION IN EMPLOYMENT ACT), WRONGFUL TERMINATION, BREACH OF CONTRACT, BREACH OF PUBLIC POLICY, PHYSICAL OR MENTAL HARM OR DISTRESS OR ANY OTHER DISPUTES, AND THE PARTIES AGREE THAT NO DISPUTE SHALL BE SUBMITTED TO ARBITRATION WHERE THE PARTY CLAIMING TO BE AGGRIEVED HAS NOT COMPLIED WITH THE PRELIMINARY STEPS PROVIDED FOR IN SUBPARAGRAPHS (a) AND (b) ABOVE, EXCEPT THAT DISPUTES WITH AN AMOUNT OF LESS THAN $25,000 NEED NOT BE SUBMITTED TO MEDIATION. (g) The parties agree that the Contractor arbitration award shall be enforceable in any court having jurisdiction to enforce this Agreement, so long as the arbitrator's findings of fact are supported by substantial evidence on the whole and the Project Manager are unable to resolve their differencearbitrator has not made errors of law; provided however, the Contractor that either party may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such disputebring an action, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims an action for injunctive relief, in the nature a court of breach of contract, fraud competent jurisdiction regarding or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect related to matters within the County Mayorinvolving NaviCyte's purview as set forth above shall be conclusiveor Trega's confidential, final and binding on the Partiesproprietary or trade secret information, or regarding or related to inventions that you may claim to have developed prior to joining NaviCyte or after joining NaviCyte, pursuant to California Labor Code section 2870 ("Disputes Related to Inventions"). Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of The parties further agree that for Disputes Related to Inventions which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirableparties have elected to submit to arbitration, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves each party retains the right to pursue any remedies available under law after exhausting seek preliminary injunctive relief in court in order to preserve the provisions of this Articlestatus quo or prevent irreparable injury before the matter can be heard in arbitration. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. Except as otherwise stated in this Agreement, the parties shall resolve all disputes in accordance with the following procedure: (a) The Contractor hereby acknowledges that the Project Manager will determine Each party shall promptly negotiate in the first instance good faith to resolve all questions of any nature whatsoever disputes, controversies or claims arising out of, under, of or in connection with, or in any way related relating to or on account of, this Agreement including without limitations: questions as to or the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Managerperformance hereunder (a "Dispute"). In the event that the Contractor and parties cannot resolve the Project Manager Dispute in such manner, they shall immediately refer the Dispute to each party's CFO or such other senior executives as may be mutually agreed upon by the parties from time to time. If such executives do not agree upon a decision within a reasonable amount of time after referral of the Dispute to them (but in no event more than thirty (30) days from the date the party that determines there is a Dispute becomes aware of such dispute) they shall submit the Dispute to the following binding arbitration procedures: 1. Any Dispute shall be submitted to binding arbitration, in accordance with the dispute resolution procedures specified in this Section 14. If any of these procedures are unable determined to resolve their differencebe invalid or unenforceable, the Contractor may initiate a dispute remaining procedures shall remain in effect and binding on the parties to the fullest extent permitted by law. 2. The arbitration shall be conducted in accordance with the procedures set forth specified in this ArticleSection 14 and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA ("AAA Rules"). Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such disputea conflict, the Parties authorize provisions of this Section 14 shall control. The arbitration shall be conducted before a panel of three arbitrators, regardless of the County Mayor size of the Dispute, to be selected as provided in the AAA Rules. 3. Any issue concerning the extent to which any Dispute is subject to arbitration, or designeeconcerning the applicability, who 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 first agreeing in writing to abide and be bound by these procedures. The arbitrators may not be award non-monetary or equitable relief of any sort. They shall have no power to award damages inconsistent with the Project Manager Agreement or anyone associated with this Projectpunitive damages or any other damages not measured by the prevailing party's actual damages, acting personally, and the parties expressly waive their right to decide all questions arising out of, under, or obtain such damages in connection with, arbitration or in any way related other forum. In no event, even if any other portion of these procedures is adjudged invalid or unenforceable, shall the arbitrators have power to make an award or on account of impose a remedy that could not be made or imposed by a court deciding the Agreement (including but not limited to claims matter in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above same jurisdiction. 4. No discovery shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made permitted in connection with the dispute, whether or not arbitration unless expressly authorized by the County Mayor participated therein, or arbitration panel upon a showing of substantial need by any prior decision the party seeking discovery. All aspects of others, which prior decision the arbitration shall be deemed subject to reviewtreated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or by any termination or cancellation results of the Agreementarbitration, except as necessary to comply with legal or regulatory requirements. All Before making any such disputes disclosure, a party shall give written notice to all other parties and afford such parties a reasonable opportunity to protect their interest. The result of the arbitration shall be submitted in writing by a final decision that is binding on the Contractor to parties, and judgment on the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision arbitrators' award may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision entered in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articlecourt having jurisdiction. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges IMPORTANT NOTICE: READ THIS PROVISION CAREFULLY AS IT LIMITS THE RIGHTS THAT YOU MAY HAVE TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR TO ACT OR PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS IN CONNECTION WITH A CLAIM OR DISPUTE. 5.1 You and DDSC agree that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out ofdispute, underclaim, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor controversy that cannot be settled through good faith discussions shall be bound resolved by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute arbitration conducted in accordance with the procedures set forth in this ArticleCommercial Arbitration Rules of the American Arbitration Association (AAA). Exhaustion of these procedures Arbitration shall be permitted, at the election of either party, after thirty (30) days have elapsed since a condition precedent Party has indicated, in writing, that it is making a good faith attempt to any lawsuit permitted hereunder. d) In the event resolve a certain claim or dispute by informal means. The place of such disputearbitration shall be Wilmington, the Parties authorize the County Mayor Delaware (notwithstanding that certain acts or designeetransactions under this Agreement may occur outside Wilmington, who may not be the Project Manager or anyone associated with this ProjectDelaware), acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements terms of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or governed by any termination or cancellation the laws of the AgreementState of Delaware, without giving effect to conflicts of laws. All such disputes A single arbitrator shall be submitted selected to adjudicate all disputes in writing by accordance with AAA’s rules. Judgment on the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision arbitration award may be madeentered in any court having jurisdiction thereof. Whenever Either party may, without waiving any remedy under this Agreement, seek from any court having jurisdiction, any interim or provisional relief necessary to protect the County Mayor is entitled to exercise discretion rights or judgement or to make a property of that party, pending the arbitrator’s determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same merits of the controversy. This agreement to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreementarbitrate extends to all officers, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions directors, employees, representatives, agents, and affiliates of this ArticleCompany and Depository. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a(1) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever All claims by BFA Holder or by ExxonMobil arising out ofof or relating to this Agreement and the Franchise Relationship between the parties created hereunder which cannot be settled through negotiation shall, underunless the provisions of Section 39(b)(1)(vi) apply, first be submitted to mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration, or in connection withthe case of claims exclusively governed by the PMPA, litigation. The following principles shall apply in respect of any mediation hereunder: (i) Mediation under this provision shall not be available unless the claim(s) in controversy exceeds the sum or value of $5,000. (ii) Unless otherwise agreed to by the parties, the mediation shall last no longer than two days. (iii) The mediator shall be appointed by the AAA keeping in mind the location and convenience of the parties and the location of the BFA Holder Branded Outlet(s) to which the claim relates. The parties prefer that any mediator appointed hereunder be either an individual with judicial experience or one who has been a member of the bar for at least 25 years. (iv) Each party shall include among its representatives in the mediation proceeding an individual authorized to settle the claim(s). (v) Irrespective of which party commences the mediation procedure, the filing fee required to be paid to the AAA shall be paid by ExxonMobil. All other costs of the mediation, including any fees to be paid to the mediator, shall be shared equally by the parties. Each party shall be responsible for all expenses incurred by it in presenting its case, including any attorney’s fees. (vi) If either party believes it will be prejudiced or in any way related adversely affected by the mediation procedure because of delay, expense incurred, time requirements or any other legitimate concern, that party may, by notice to the other, proceed directly to arbitration. (2) All claims by BFA Holder or on account of, by ExxonMobil arising out of or relating to this Agreement including without limitations: questions as to and the valueFranchise Relationship between the parties created hereunder, acceptability except for claims exclusively governed by the PMPA and fitness claims by ExxonMobil seeking relief when time is of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligenceessence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims of trademark misuse, claims which relate to the existence of environmental concerns, claims relating to the conduct on the BFA Holder Branded Outlet(s) of illegal activities, or actions seeking to evict a dealer claimed to be in wrongful possession of the nature premises, which are not resolved by negotiation or mediation, may be asserted only in an arbitration proceeding to be conducted in accordance with the provisions of breach of contractthis Section 39(b). (i) Any such claims by BFA Holder or by ExxonMobil shall be resolved exclusively by arbitration administered by the AAA under its Commercial Arbitration Rules, fraud or misrepresentation arising either before or subsequent to execution hereof) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of each with respect to matters within the County Mayor's purview as set forth above arbitrator shall be conclusive, final and shall be binding on the Parties. Any such dispute parties. (ii) In the event a claim by BFA Holder raises issues that are governed exclusively by the PMPA as well as issues that must be submitted to arbitration hereunder, the claims under the PMPA shall be broughtsevered and raised, if at all, in litigation. The remaining claims shall be resolved by arbitration, as provided herein. (iii) The arbitration shall be held before a sole arbitrator who shall be selected by agreement of the County Mayor within ten parties. If after forty-five (1045) days from the commencement of the occurrencearbitration the parties have been unable to agree on the selection of an arbitrator, event either party may ask the AAA to appoint a sole arbitrator and the decision of the AAA in this respect shall be final and binding. The parties prefer that any arbitrator agreed to between them or act out appointed by the AAA hereunder be either an individual with judicial experience or one who has been a member of which the dispute arisesbar for at least 25 years. e(iv) The County Mayor may base arbitrator shall decide the matter before him or her in accordance with the terms of this decision on such assistance as agreement, the applicable substantive law of the state where the BFA Holder is located and any federal statutes which may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth hereinapplicable. The effect of Federal Arbitration Act shall govern any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision arbitration proceeding hereunder. All awards rendered hereunder shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver on the request of either party shall state the reasoning on which the award rests. (v) No claim asserted hereunder may be consolidated or asserted jointly with the claim or claims of any other claimant or class of claimants and no arbitration proceeding commenced hereunder may be consolidated or joined with any other arbitration nor may any claim asserted hereunder be asserted as part of any class action litigation or class action arbitration proceeding. If, for any reason, an arbiter or a copy court determines that the parties’ agreement prohibiting class claims is not enforceable, the class claims must be brought as a class action litigation and not as a class action arbitration. (vi) Irrespective of which party commences the arbitration procedure hereunder, the filing fee required to be paid to the AAA shall be paid by ExxonMobil. All other costs of the same arbitration, including the fees to be paid to the Contractorarbitrator, shall be shared equally by the parties. Except as such remedies may Each party shall be limited or waived elsewhere responsible for all expenses incurred by it in the Agreementpresenting its case, Contractor reserves the right to pursue including any remedies available under law after exhausting the provisions of this Articleattorney’s fees. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a17.1 If a dispute or claim between Contractor and Subcontractor arises out of or relates to this Agreement or its breach (herein called Dispute), Contractor and Subcontractor shall endeavor to settle the Dispute first through direct discussions. If the Dispute cannot be settled through direct discussions, and as a condition precedent to initiation of arbitration or litigation, Contractor and Subcontractor shall endeavor to settle the Dispute by mediation under the Construction Industry Mediation Rules of the American Arbitration Association (herein called AAA) before recourse to arbitration. The Contractor hereby acknowledges that location of the mediation shall be the AAA office closest to the Project Manager unless the parties otherwise agree. Once a request for mediation has been filed with the AAA, the mediation will determine be concluded within sixty (60) days of the filing of the request. 17.2 A Dispute not resolved pursuant to Paragraph 17.1 shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the AAA then prevailing, unless Contractor and Subcontractor agree otherwise. Selection of arbitrators shall be in accordance with such rules, with no greater than one out of the three arbitrators a practicing lawyer. If a lawyer is an arbitrator, that lawyer shall preside over the arbitration panel. The other two arbitrators shall be experienced in the first instance all questions field of the Dispute. 17.3 The award, exclusive of any nature whatsoever arising out ofpunitive or exemplary damages, underrendered by the arbitrators shall be final, or and judgment may be entered upon it in connection with, or accordance with applicable law in any way court having jurisdiction thereof. In no event shall the arbitrators be empowered to assess punitive or exemplary damages. Any punitive or exemplary damages assessed as part of an award shall not be enforceable. 17.4 The Subcontractor shall not interrupt, cease or delay the Work during the pendency of any arbitration. Contractor and Subcontractor shall make every effort to expedite the rapid conclusion of any arbitration proceedings. 17.5 To the extent not prohibited by their contracts with others, the claims and disputes of Owner, Contractor, Subcontractor, other subcontractors, materialsmen and suppliers involving a common question of fact or law shall be consolidated, joined and heard by the same arbitrators in one arbitration proceeding. In this event, it shall be the responsibility of Subcontractor to prepare and present Contractor’s case, to the extent the proceedings are related to this Agreement. Should Contractor enter into arbitration with the Owner or on account ofothers regarding matters relating to this Agreement, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor Subcontractor shall be bound by all determinations or orders and shall promptly comply with every order the result of the Project Manager, including arbitration to the withdrawal or modification same degree as Contractor 17.6 Notice of any previous order and regardless of whether the Contractor agrees demand for arbitration shall be filed with the Project Manager's determination other party to this Agreement and with the AAA. The demand shall be made within a reasonable time after the Dispute has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or order. Where orders are given orally, they will equitable proceedings based on such Dispute would be issued in writing barred by the Project Manager as soon thereafter as is practicableapplicable statute of limitations. c) 17.7 In any Dispute, Contractor and Subcontractor shall not be entitled to recover attorneys’ fees, expert fees, arbitration fees, costs or expenses incurred in connection with such Dispute. 17.8 The Contractor must, in the final instance, seek Subcontractor agrees that contracts entered into by Subcontractor relating to resolve every difference concerning the Agreement with the Project Manager. will contain provisions requiring consolidation and joinder, to permit disposition of all related disputes in one arbitration proceeding. 17.9 In the event that the any dispute by and between Contractor and the Project Manager are unable to resolve their differenceSubcontractor also includes Owner as a party, the Contractor may initiate a dispute resolution provisions of the Prime Contract by and between Owner and Contractor, to the extent they are in accordance conflict with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements resolution provisions of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision section, shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to take precedence over the provisions of this Article, such action shall be fair and impartial when exercised or takenSection 17. The County Mayor, as appropriate, shall render a decision in writing and deliver Contractor agrees to provide a copy of the same pertinent language of the Prime Contract to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this ArticleSubcontractor upon request. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. Except as otherwise stated in this Agreement, the parties shall resolve all disputes in accordance with the following procedure: (a) The Contractor hereby acknowledges that the Project Manager will determine Each party shall promptly negotiate in the first instance good faith to resolve all questions of any nature whatsoever disputes, controversies or claims arising out of, under, of or in connection with, or in any way related relating to or on account of, this Agreement including without limitations: questions as to or the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Managerperformance hereunder (a "Dispute"). In the event that the Contractor and parties cannot resolve the Project Manager Dispute in such manner, they shall immediately refer the Dispute to each party's CFO or such other senior executives as may be mutually agreed upon by the parties from time to time. If such executives do not agree upon a decision within a reasonable amount of time after referral of the Dispute to them (but in no event more than thirty (30) days from the date the party that determines there is a Dispute becomes aware of such dispute) they shall submit the Dispute to the following binding arbitration procedures: 1. Any Dispute shall be submitted to binding arbitration, in accordance with the dispute resolution procedures specified in this Section 14. If any of these procedures are unable determined to resolve their differencebe invalid or unenforceable, the Contractor may initiate a dispute remaining procedures shall remain in effect and binding on the parties to the fullest extent permitted by law. 2. The arbitration shall be conducted in accordance with the procedures set forth specified in this ArticleSection 14 and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA ("AAA Rules"). Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such disputea conflict, the Parties authorize provisions of this Section 14 shall control. The arbitration shall be conducted before a panel of three arbitrators, regardless of the County Mayor size of the Dispute, to be selected as provided in the AAA Rules. 3. Any issue concerning the extent to which any Dispute is subject to arbitration, or designeeconcerning the applicability, who 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 first agreeing in writing to abide and be bound by these procedures. The arbitrators may not be award non-monetary or equitable relief of any sort. They shall have no power to award damages inconsistent with the Project Manager Agreement or anyone associated with this Projectpunitive damages or any other damages not measured by the prevailing party's actual damages, acting personally, and the parties expressly waive their right to decide all questions arising out of, under, or obtain such damages in connection with, arbitration or in any way related to other forum. In no event, even if any other portion of these procedures is adjudged invalid or on account of unenforceable, shall the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above arbitrators have power 4. No discovery shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made permitted in connection with the dispute, whether or not arbitration unless expressly authorized by the County Mayor participated therein, or arbitration panel upon a showing of substantial need by any prior decision the party seeking discovery. All aspects of others, which prior decision the arbitration shall be deemed subject to reviewtreated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or by any termination or cancellation results of the Agreementarbitration, except as necessary to comply with legal or regulatory requirements. All Before making any such disputes disclosure, a party shall give written notice to all other parties and afford such parties a reasonable opportunity to protect their interest. The result of the arbitration shall be submitted in writing by a final decision that is binding on the Contractor to parties, and judgment on the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision arbitrators' award may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision entered in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articlecourt having jurisdiction. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. A. In the event that a member is aggrieved by the Contractor and the Project Manager are unable City’s denial of an application for GML § 207-a benefits or decision to resolve their differencediscontinue GML § 207-a benefits, the Contractor may initiate or if there is a dispute in accordance with the procedures set forth in this Article. Exhaustion about whether a member is capable of these procedures shall be performing a condition precedent to any lawsuit permitted hereunder. d) In the event of such disputespecific light duty assignment, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each an issue with respect to matters within outside employment, an issue regarding whether a member has waived GML § 207-a benefits, or any other dispute concerning initial or continued entitlement to GML § 207-a benefits, the County Mayor's purview as set forth above matter may be submitted directly to binding arbitration pursuant to the grievance and arbitration procedure contained in the collective bargaining agreement, except that the cost for services of the arbitrator shall be conclusive, final borne equally by the City and binding the member. The arbitrator shall have authority to review the facts and applicable law and issue an award on the Partiesissues appropriately submitted to arbitration under this GML § 207-a procedure. Any such dispute The burden of going forward with regard to the subject of the hearing shall be brought, if at all, before upon the County Mayor party who has initiated the change in status. B. A hearing shall be held within thirty (30) days of appointment of an arbitrator except that the deadline may be extended upon mutual consent in writing. The arbitrator shall render a decision within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth hereinhearing date. The effect of any decision arbitrator’s determination shall be based upon the submissions made at hearing, and the parties shall not be impaired permitted to submit post-hearing briefs or waived by any negotiations or settlements or offers made in connection with arguments, unless mutually agreed to. C. The parties shall have the disputeoption, whether or not upon mutual consent and whenever practicable, to submit their respective evidence and positions to the County Mayor participated thereinarbitrator upon a stipulated record and written arguments, or by any prior decision without necessity of othershearing. In this case, which prior decision such submission shall be deemed subject made to reviewthe arbitrator on or before the thirtieth (30th) day, or by any termination or cancellation measured from the date of the Agreement. All such disputes arbitrator’s appointment. D. The determination of the arbitrator shall be submitted in writing final and binding on the City and the member, but shall not preclude further review at a subsequent date based upon new or supplemental medical or other information. The cost of the arbitration shall be borne equally by the Contractor to City and the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be mademember. Whenever the County Mayor is entitled to exercise discretion The costs of any transcript or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action medical testimony shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of borne by the same to person/party requesting the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articlesame. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. 11.1 Disputes under this Agreement (a) The Contractor hereby acknowledges Wherever this Agreement provides that the Project Manager will Secretary of State may reasonably determine in any matter, LNER may, unless this Agreement expressly provides otherwise, dispute whether a determination made by the first instance all questions Secretary of any nature whatsoever State is reasonable, but the Secretary of State's determination shall prevail unless and until it is agreed or found to have been unreasonable. (b) Where either Party is entitled, pursuant to the terms of this Agreement, to refer a dispute arising out of, under, of or in connection with, or in any way related to or on account of, with this Agreement including without limitations: questions as for resolution or determination in accordance with the Dispute Resolution Rules, then such dispute shall, unless the Parties otherwise agree and subject to any duty of the Secretary of State under section 55 of the Act, be resolved or determined by arbitration pursuant to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and lossesDispute Resolution Rules. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. (c) The Contractor mustWhere, in the final instanceabsence of an express provision in this Agreement entitling it to do so, seek either Party wishes to resolve every difference concerning refer a dispute arising out of or in connection with this Agreement to arbitration pursuant to the Agreement with Dispute Resolution Rules, the Project Managerfollowing process shall apply: (i) the Party seeking to refer to arbitration shall serve a written notice upon the other Party stating (i) the nature and circumstances of the dispute, (ii) the relief sought including, to the extent possible, an indication of any amount(s) claimed, and (iii) why it is considered that the dispute should be resolved by way of arbitration rather than litigation; (ii) the other Party shall respond within twenty (20) Weekdays of service of the notice confirming whether or not referral of the dispute to arbitration is agreed. In the absence of any response, the referral to arbitration shall be deemed not to have been agreed; (iii) in the event that the Contractor and Parties agree to refer the Project Manager are unable dispute to resolve their difference, the Contractor may initiate a dispute arbitration then it shall be resolved or determined in accordance with the procedures set forth Dispute Resolution Rules; (iv) in the event that the Parties do not agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with clause 17 (Governing Law and Jurisdiction); and (v) nothing in this Article. Exhaustion clause 11.1 shall preclude either Party from commencing, continuing or otherwise taking any step by way of these procedures litigation in pursuit of the resolution or determination of the dispute unless an agreement is reached to refer the dispute to arbitration. (d) The arbitrator in any dispute referred for resolution or determination under the Dispute Resolution Rules shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, suitably qualified person chosen by agreement between the Parties authorize or, in default of agreement, chosen by the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account Secretary of the Agreement (including but not limited Access Disputes Committee from a panel of persons agreed from time to claims time for such purposes between the Secretary of State and LNER or, in default of agreement as to the nature of breach of contractarbitrator or as to such panel, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding selected on the Parties. Any such dispute shall be brought, if at all, before application of any Party by the County Mayor within ten (10) days President of the occurrence, event Law Society or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation President of the Agreement. All Institute of Chartered Accountants in England and Wales from time to time (or such disputes shall be submitted in writing by the Contractor other person to the County Mayor for a decision, together with all evidence and other pertinent information regarding whom they may delegate such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articleselection). f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. aIf a Claim (as defined below) The Contractor hereby acknowledges arises, whether or not arising out of Employee's employment, termination of employment, or otherwise, that the Project Manager will determine in Employer may have against Employee, or that Employee may have against the first instance all questions Employer or against its parent, subsidiaries, affiliated entities of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment foregoing, the shareholders, officers, directors, employees, agents or any other representatives of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation any of the Scope of Services; and claims for damagesforegoing, compensation and losses. b) The Contractor such Claim shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute resolved in accordance with the procedures procedure set forth below. A Claim must be processed in this Article. Exhaustion of these procedures the manner set forth below, otherwise the Claim shall be void and deemed waived even if there is a condition precedent federal or state statute of limitations which would allow more time to any lawsuit permitted hereunderpursue the Claim. d15.1 Within one (1) In year from the event date that the aggrieved party knew or should have known of such disputethe facts that gave rise to the Claim, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account aggrieved party must give written notice of the Agreement (including but Claim to the other party hereto. The parties will hold informal discussions and attempt to resolve the Claim. If written notice of the Claim is not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters given within the County Mayor's purview as set forth above shall one (1) year period, the Claim will be conclusive, final and binding on deemed to be time-barred. 15.2 If the Parties. Any such dispute shall be brought, if at all, before Claim is not resolved within 30 days after the County Mayor within ten (10) days written notice of the occurrenceClaim was given pursuant to paragraph 15.1, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but parties agree to immediately participate in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made good faith in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion mediation conducted pursuant to the provisions Employment Dispute Resolution Rules of this Articlethe American Arbitration Association ("AAA"). If the mediation fails to resolve the Claim, such action either party may initiate arbitration by serving upon the other party written Demand for Arbitration and by filing the Demand for Arbitration in conformance with the rules of the AAA. The written Demand for Arbitration must be served within 45 days after the conclusion of the mediation. 15.3 The written Demand for Arbitration shall describe the factual basis of all Claims asserted, and shall be fair and impartial when exercised served upon the other party hereto by certified or takenregistered mail, return receipt requested. The County MayorIf Demand for Arbitration is not served within the applicable time period, the Claim will be deemed to be time-barred. 15.4 Written notice or Demand for Arbitration, or both, to Employee will be mailed to Employee's address as appropriateit appears in the Employer's records. Written notice or Demand for Arbitration, or both, to the Employer, or its officers, directors, employees or agents, shall render a decision in writing and deliver a copy of the same be sent to the Contractor. Except as such remedies may be limited or waived elsewhere in the AgreementTekni-Plex, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Dr.

Dispute Resolution Procedure. 11.1 Disputes under this Franchise Agreement (a) The Contractor hereby acknowledges Wherever this Franchise Agreement provides that the Project Manager will Secretary of State may reasonably determine in any matter, the first instance all questions Franchisee may, unless this Franchise Agreement expressly provides otherwise, dispute whether a determination made by the Secretary of any nature whatsoever State is reasonable, but the Secretary of State's determination shall prevail unless and until it is agreed or found to have been unreasonable. (b) Where either Party is entitled, pursuant to the terms of this Franchise Agreement, to refer a dispute arising out of, under, of or in connection withwith this Franchise Agreement for resolution or determination in accordance with the Dispute Resolution Rules, then such dispute shall, unless the Parties otherwise agree and subject to any duty of the Secretary of State under section 55 of the Act, be resolved or in any way related to or on account of, this Agreement including without limitations: questions as determined by arbitration pursuant to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and lossesDispute Resolution Rules. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. (c) The Contractor mustWhere, in the final instanceabsence of an express provision in this Franchise Agreement entitling it to do so, seek either Party wishes to resolve every difference concerning refer a dispute arising out of or in connection with this Franchise Agreement to arbitration pursuant to the Agreement with Dispute Resolution Rules, the Project Managerfollowing process shall apply: (i) the Party seeking to refer to arbitration shall serve a written notice upon the other Party stating (i) the nature and circumstances of the dispute, (ii) the relief sought including, to the extent possible, an indication of any amount(s) claimed, and (iii) why it is considered that the dispute should be resolved by way of arbitration rather than litigation; (ii) the other Party shall respond within twenty (20) Weekdays of service of the notice confirming whether or not referral of the dispute to arbitration is agreed. In the absence of any response, the referral to arbitration shall be deemed not to have been agreed; (iii) in the event that the Contractor and Parties agree to refer the Project Manager are unable dispute to resolve their difference, the Contractor may initiate a dispute arbitration then it shall be resolved or determined in accordance with the procedures set forth Dispute Resolution Rules; (iv) in the event that the Parties do not agree to refer the dispute to arbitration then it shall be resolved or determined in accordance with clause 17 (Governing Law and Jurisdiction); (v) nothing in this Article. Exhaustion clause 11.1 shall preclude either Party from commencing, continuing or otherwise taking any step by way of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or litigation in connection with, or in any way related to or on account pursuit of the Agreement resolution or determination of the dispute unless an agreement is reached to refer the dispute to arbitration; and (including but not limited to claims vi) in this clause 11.1(c) only, “Party” means either (1) the nature Secretary of breach of contract, fraud State or misrepresentation arising either before or subsequent to execution hereof(2) VRG and the decision of each with respect to matters within Franchisee (as the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arisescase may be). e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a5.1 In accordance with the requirements of Section 55(2) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor mustAct, in the final instanceevent of any dispute or disagreement regarding the terms of this Agreement, seek the parties agree that prior to commencing litigation, they shall undertake a process to promote the resolution of a dispute in the following order: (a) first, by way of discussion between senior leadership of both parties; (b) second, by way of mediation; (c) third, by arbitration. 5.2 Any dispute between the Parties shall first be referred to mediation. Any one of the Parties shall provide the other Party with written notice ("Mediation Notice") specifying the subject matters remaining in dispute, and the details of the matters in dispute that are to be mediated. If the mediation is not completed within sixty (60) days from the date of receipt of the Mediation Notice, the dispute shall be deemed to have terminated and failed to be resolved by mediation. The cost(s) of any mediation shall be paid equally by both parties unless the mediator deems that one of the parties should bear all the costs of mediation, and therefore would indicate his or her decision. 5.3 If the mediation fails to resolve every difference concerning the Agreement dispute, the dispute shall be submitted to binding arbitration. One of the Parties shall provide the other Party with written notice ("Arbitration Notice") specifying the Project Manager. In subject matters remaining in dispute, the event details of the matters in dispute that the Contractor are to be arbitrated and the Project Manager are unable nomination of an individual to resolve their difference, act as the Contractor may initiate a dispute arbitrator. The arbitration shall be carried out as follows: (a) the arbitrator shall conduct the arbitration in accordance with the procedures set forth in this Article. Exhaustion commercial arbitration rules (the "Rules") established from time to time by the ADR Institute of these procedures shall be a condition precedent Canada Inc., unless the parties agree to modify the same pursuant to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth hereinarbitration agreement. The effect of any decision Arbitration Act (Alberta) shall not be impaired or waived by any negotiations or settlements or offers made in connection with apply to all arbitrations but if there is a conflict between the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence rules and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Articlethe act, such action the rules shall be fair prevail; (b) the arbitrator shall proceed to hear and impartial when exercised or taken. The County Mayor, as appropriate, shall render a written decision in writing and deliver a copy of concerning any dispute; (c) the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves arbitrator has the right to pursue award solicitor-client costs against the unsuccessful party and to award interest but does not have the right to award punitive, consequential, or other exemplary damages; and (d) the arbitrator's decision is final and binding, but is subject to appeal or review by any remedies available under law after exhausting the provisions court of this Articletribunal on points of law. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a) Any dispute arising in relation to any aspect of this Agreement shall be resolved in accordance with this clause H1. The Contractor hereby acknowledges that Provider and the Project Manager will determine in the first instance all questions Council shall endeavour to notify each other of any nature whatsoever anticipated disputes so that any potential dispute can be avoided by negotiation between them. Both parties shall endeavour to resolve any failure to agree matters or any disputes by direct negotiations between senior representatives of both parties. If the parties fail to resolve the dispute through such consultation either party may refer the matter to an adjudicator (“the Adjudicator”). The Adjudicator shall be selected by agreement between the parties, or where the parties are unable to agree on the identity of the adjudicator within fourteen (14) days, the President for the time being of the Chartered Institute of Arbitrators shall appoint the Adjudicator within thirty (30) Business Day of any application for such appointment by either party. Within five (5) Business Day of nomination in relation to a particular dispute, the Adjudicator shall require the parties to submit in writing their respective arguments. The Adjudicator shall, in his absolute discretion, consider whether a hearing is necessary in order to resolve the dispute. In any event, the Adjudicator shall provide to both parties his written decision on the dispute, within twenty (20) Business Day of the Adjudicator's nomination to consider the relevant dispute (or such other period as the parties may agree after the reference) or thirty (30) Business Day from the date of reference if the party which referred the dispute agrees. The Adjudicator's decision shall not state any reasons for his decision. Unless and until revised, cancelled or varied by the English Courts, the Adjudicator's decision shall be binding on both parties who shall forthwith give effect to the decision. The Adjudicator’s costs of any reference shall be borne as the Adjudicator shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out ofof the reference, underincluding legal costs and the costs and expenses of any witnesses. The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an expert, and the provisions of the Arbitration Act 1996 and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination. The Adjudicator shall act impartially and may take the initiative in ascertaining the facts and the law. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. All information, data or documentation disclosed or delivered by a party to the Adjudicator in consequence of or in connection withwith his appointment as Adjudicator shall be treated as confidential. The Adjudicator shall not, save as permitted by clause F2 (Confidentiality and Publicity) and clause 0 (Freedom of Information), disclose to any person or in company any way related to such information, data or on account ofdocumentation and all such information, this Agreement including without limitations: questions as to data or documentation shall remain the value, acceptability and fitness property of the Services; questions as party disclosing or delivering the same and all copies shall be returned to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation such party on completion of the Scope Adjudicator’s work. The Adjudicator is not liable for anything done or omitted in the discharge or purported discharge of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations his functions as Adjudicator unless the act or orders and shall promptly comply with every order omission is in bad faith. Any employee or agent of the Project Manager, including Adjudicator is similarly protected from liability. If:- either party is dissatisfied with or otherwise wishes to challenge the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute Adjudicator’s decision made in accordance with clause H1.6 (Adjudicator’s Decision); or both parties agree, then either party may (within twenty (20) Business Day of receipt of the procedures set forth in this ArticleAdjudicator’s decision, where appropriate), notify the other party of its intention to refer the dispute to the courts. Exhaustion of these procedures The parties shall be a condition precedent continue to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection comply with, or in any way related to or on account observe and perform all their obligations hereunder regardless of the Agreement (including but not limited to claims in the nature of breach the dispute and notwithstanding the referral of contract, fraud or misrepresentation arising either before or subsequent the dispute for resolution under this clause H1 and shall give effect forthwith to execution hereof) every decision of the Adjudicator and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arisescourts delivered under this clause H1. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. (a) The Contractor hereby acknowledges that Except as provided in subsection (b) below, the Project Manager will determine parties agree to resolve any and all claims, disputes and disagreements arising under this Lease, including, without limitation, any matter relating to Landlord’s failure to approve an assignment, sublease or other transfer of Tenant’s interest in the first instance all questions this Lease under Article 14 of this Lease, any nature whatsoever arising out of, underother defaults by Landlord, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as defaults by Tenant by and through arbitration and irrevocably waive any and all rights to the valuecontrary. The parties agree to at all times conduct themselves in strict, acceptability full, complete and fitness timely accordance with the terms hereof and that any attempt to circumvent the terms of the Services; questions as to either party's fulfillment this Section shall be absolutely null and void and of its obligations under the Contract; negligence, fraud no force or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losseseffect whatsoever. (b) The Contractor shall be bound by all determinations or orders following disputes, claims and shall promptly comply with every order of disagreements under this Lease are expressly excluded from the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the arbitration procedures set forth in this Article. Exhaustion Section: (i) Disputes for which a different resolution determination is specifically provided for in this Lease; (ii) All claims by either party which (A) seek anything other than application, interpretation, enforcement or determination of these procedures rights under this Lease or (B) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other allegations of tortious actions, and seek the award of punitive or exemplary damages; and (iii) claims relating to (A) Landlord’s exercise of any unlawful detainer rights pursuant to applicable law or (B) rights or remedies used by Landlord to gain possession of the Premises or terminate the Tenant’s right of possession of the Premises, all of which excluded disputes shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims resolved by suit filed in the nature applicable court of breach of contractjurisdiction, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect which court shall be subject to matters within appeal pursuant to applicable law. (c) Any dispute subject to this Section shall be submitted to and settled by binding arbitration in the County Mayor's purview as set forth above in which the Property is located, pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (or at any other place or under any other form of arbitration mutually acceptable to the parties). Notwithstanding the foregoing, the parties hereto agree that any such arbitration shall be conclusivegoverned by the following requirements: (i) A single neutral arbitrator mutually selected by the parties shall conduct the arbitration proceedings. If the parties are unable to agree upon a single neutral arbitrator within fifteen (15) days from the date of any notice of demand for arbitration, final the parties shall each select a neutral arbitrator within ten days from their receipt of a list of 7 arbitrators from AAA. The neutral arbitrator (“Arbitrator”) so selected shall conduct the arbitration proceeding and binding on render the Parties. arbitration decision. (ii) Any such dispute arbitration decision shall be broughtin writing, if at allwith the bases of such decision specified in reasonable detail. (iii) Each party shall submit to the other party, before not less than five (5) business days (or such longer period as the County Mayor within ten (10Arbitrator may specify) days prior to the commencement of the occurrencearbitration hearing, event or act out (i) a list of which the dispute arises. epersons whose testimony the other party intends to elicit at the arbitration hearing, (ii) copies of any and all documents to be offered into evidence, and (iii) a description in reasonable detail of any other evidence such party intends to offer into evidence. The County Mayor may base this decision on foregoing shall not limit the parties’ rights to such assistance other discovery as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion permitted pursuant to the provisions rules of this Article, such action the arbitrating entity. Any award rendered shall be fair final and impartial when exercised or takenconclusive upon the parties and a judgment thereon may be entered in the highest court of the state forum having jurisdiction over the subject matter of such arbitration. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy expenses of the same arbitration shall be borne equally by the parties to the Contractorarbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees; and provided, further, that the Arbitrator may award all or any portion of the costs and/or attorneys’ fees of either party to be borne by the other party where the Arbitrator finds that such other party’s claim or defense was manifestly unreasonably maintained. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement./s/ S.M.Z. /s/ ▇▇▇▇ ▇▇▇▇▇ Landlord’s Initials Tenant’s Initials

Dispute Resolution Procedure. aRemainco and Buyer shall direct the Independent Accounting Firm to render a determination within sixty (60) The Contractor hereby acknowledges that days after its retention, and shall, and shall cause their respective Representatives to, cooperate with the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or Independent Accounting Firm during its engagement in connection with, or with this Agreement. Each Party shall promptly (and in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days Business Days) after the Independent Accounting Firm’s engagement, submit to the Independent Accounting Firm its calculations of the occurrencedisputed items or amounts identified in the Spinco Adjustment Dispute Notice and information, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirablearguments and support for their respective positions, including advice of experts, but in any event and shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and concurrently deliver a copy of the same such materials to the Contractorother Party. Except Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other Party) within five (5) Business Days after the first date on which Remainco and Buyer have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the Parties, and the Parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Spinco Adjustment Dispute Notice and shall render a written report to Remainco and Buyer (the “Spinco Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Spinco Adjustment Dispute Notice, make a final determination, binding on the Parties, of the appropriate amount of each of the line items in the Spinco Initial Post-Closing Statement as to which Remainco and Buyer disagree as identified in the Spinco Adjustment Dispute Notice. During the review by the Independent Accounting Firm, Remainco, Buyer and their respective accountants shall each make available to the Independent Accounting Firm interviews with such remedies individuals, and such information, books and records and work papers, as may be limited or waived elsewhere reasonably required by the Independent Accounting Firm to fulfill its obligations under this Section 2.3 and preparing and rendering the Spinco Adjustment Report; provided that the accountants of Remainco and Buyer shall not be obligated to make any work papers available to the Independent Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Agreement, Contractor reserves the right Independent Accounting Firm has signed a customary agreement relating to pursue any remedies available under law after exhausting the provisions of this Articlesuch access to work papers in form and substance reasonably acceptable to such accountants. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges parties agree that the Project Manager will determine in the first instance all questions of any nature whatsoever dispute arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manageremployment relationship between them, including the withdrawal termination of that relationship, shall be resolved under the following procedures. A. The party claiming to be aggrieved shall furnish to the other party a written statement of the grievance identifying any witnesses or modification documents that support the grievance and the relief requested or proposed. B. If the other party does not agree to furnish the relief requested or proposed, or otherwise does not satisfy the demand of the party claiming to be aggrieved, the parties shall submit the dispute to nonbinding mediation before a mediator to be jointly selected by the parties. The parties will share equally the cost of the mediation. C. If the mediation does not produce a resolution of the dispute, any controversy between LOC and Employee or between any employee of LOC and Employee, including, but not limited to, claims of race, age, gender, religious or national origin discrimination under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act, as amended; the California Fair Employment and Housing Act and any other federal, state or local laws; and those involving the construction or application of any previous order and regardless of whether the Contractor agrees terms, provisions of conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by arbitration in accordance with the Project Manager's determination or order. Where orders are given orallythen current employment dispute resolution rules of the American Arbitration Association, they will be issued in writing and judgment on the award rendered by the Project Manager as soon thereafter as is practicable. carbitrator(s) The Contractor must, in may be rendered by any court having jurisdiction thereof. LOC and Employee shall share the final instance, seek to resolve every difference concerning costs of the Agreement arbitrator equally but shall each bear their own costs and legal fees associated with the Project Managerarbitration. The location of the arbitration shall be in Sacramento, California. In the event of a breach by Employee of any of the covenants contained in section 7 of this Agreement, it is recognized that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures LOC shall be a condition precedent entitled to institute or prosecute proceedings in any lawsuit permitted hereunder. d) In the event court of such disputecompetent jurisdiction, the Parties authorize the County Mayor either in law or designee, who may not be the Project Manager or anyone associated with this Project, acting personallyin equity, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of obtain damages for nay breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect or to ▇▇▇ for specific performance, or injunction against performance of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement acts or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue seek any remedies other available under law after exhausting the provisions of this Articleremedy. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. Except as otherwise stated in this ------------------------------ Agreement, the parties shall resolve all disputes in accordance with the following procedure: (a) The Contractor hereby acknowledges that the Project Manager will determine Each party shall promptly negotiate in the first instance good faith to resolve all questions of any nature whatsoever disputes, controversies or claims arising out of, under, of or in connection with, or in any way related relating to or on account of, this Agreement including without limitations: questions as to or the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Managerperformance hereunder (a "Dispute"). In the event that the Contractor and parties cannot resolve the Project Manager Dispute in such manner, they shall immediately refer the Dispute to each party's CFO or such other senior executives as may be mutually agreed upon by the parties from time to time. If such executives do not agree upon a decision within a reasonable amount of time after referral of the Dispute to them (but in no event more than thirty (30) days from the date the party that determines there is a Dispute becomes aware of such dispute) they shall submit the Dispute to the following binding arbitration procedures: 1. Any Dispute shall be submitted to binding arbitration, in accordance with the dispute resolution procedures specified in this Section 14. If any of these procedures are unable determined to resolve their differencebe invalid or unenforceable, the Contractor may initiate a dispute remaining procedures shall remain in effect and binding on the parties to the fullest extent permitted by law. 2. The arbitration shall be conducted in accordance with the procedures set forth specified in this ArticleSection 14 and the Arbitration Rules for Professional Accounting and Related Services Disputes of the AAA ("AAA Rules"). Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such disputea conflict, the Parties authorize provisions of this Section 14 shall control. The arbitration shall be conducted before a panel of three arbitrators, regardless of the County Mayor size of the Dispute, to be selected as provided in the AAA Rules. 3. Any issue concerning the extent to which any Dispute is subject to arbitration, or designeeconcerning the applicability, who 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 first agreeing in writing to abide and be bound by these procedures. The arbitrators may not be award non-monetary or equitable relief of any sort. They shall have no power to award damages inconsistent with the Project Manager Agreement or anyone associated with this Projectpunitive damages or any other damages not measured by the prevailing party's actual damages, acting personally, and the parties expressly waive their right to decide all questions arising out of, under, or obtain such damages in connection with, arbitration or in any way related other forum. In no event, even if any other portion of these procedures is adjudged invalid or unenforceable, shall the arbitrators have power to make an award or on account of impose a remedy that could not be made or imposed by a court deciding the Agreement (including but not limited to claims matter in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above same jurisdiction. 4. No discovery shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made permitted in connection with the dispute, whether or not arbitration unless expressly authorized by the County Mayor participated therein, or arbitration panel upon a showing of substantial need by any prior decision the party seeking discovery. All aspects of others, which prior decision the arbitration shall be deemed subject to reviewtreated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or by any termination or cancellation results of the Agreementarbitration, except as necessary to comply with legal or regulatory requirements. All Before making any such disputes disclosure, a party shall give written notice to all other parties and afford such parties a reasonable opportunity to protect their interest. The result of the arbitration shall be submitted in writing by a final decision that is binding on the Contractor to parties, and judgment on the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision arbitrators' award may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision entered in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Articlecourt having jurisdiction. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges During any dispute, including a dispute as to the validity of the Agreement, it is mutually agreed that the Project Provider shall continue its performance of the provisions of the Agreement (unless the Contracting Authority or any Beneficiary requests in writing that the Provider does not do so). If a dispute arises between the Contracting Authority or any Beneficiary and the Provider in relation to any matter which cannot be resolved by the Authorised Officer and the Provider Manager will determine in either of them may refer such dispute to the Dispute Resolution Procedure. In the first instance all questions each of any nature whatsoever arising out of, under, the Contracting Authority or such Beneficiary and the Provider shall arrange for a more senior representative than those referred to in connection with, Clause 25.2 to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by the Contracting Authority or such Beneficiary (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in any way related to or on account of, this Agreement such manner and at such venue (including without limitations: questions a meeting conducted over the telephone) as to the value, acceptability and fitness promote a consensual resolution of the Services; questions as to either party's fulfillment of its obligations under dispute in question at the Contract; negligence, fraud or misrepresentation; questions as to the interpretation discretion of the Scope of Services; and claims for damages, compensation and losses. bchairman. If the meeting(s) The Contractor shall be bound referred to in Clause 25.3 does not resolve the matter in question then the Parties will attempt to settle it by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute mediation in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure or any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview other model mediation procedure as set forth above shall be conclusive, final and binding on agreed by the Parties. Any such To initiate a mediation the Parties may give notice in writing (a "Mediation Notice") to the other requesting mediation of the dispute and shall be brought, if at all, before send a copy thereof to CEDR or an equivalent mediation organisation as agreed by the County Mayor Parties asking them to nominate a mediator. The mediation shall commence within ten twenty-eight (1028) days of the occurrence, event Mediation Notice being served. Neither Party will terminate such mediation until each of them has made its opening presentation and the mediator has met each of them separately for at least one hour. Thereafter paragraph 14 of the Model Mediation Procedure will apply (or act out the equivalent paragraph of which any other model mediation procedure agreed by the Parties). Neither Party to the mediation will commence legal proceedings against the other until thirty (30) days after such mediation of the dispute arises. e) in question has failed to resolve the dispute. The County Mayor may base this decision on Parties will co-operate with any person appointed as mediator providing him with such information and other assistance as may be desirable, including advice of experts, but in any event he shall base the decision on an independent require and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayorwill pay his costs, as appropriate, he shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited determine or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions absence of this Articlesuch determination such costs will be shared equally. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. a​ (1) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever All claims by BFA Holder or by ExxonMobil arising out ofof or relating to this Agreement and the Franchise Relationship between the parties created hereunder which cannot be settled through negotiation shall, underunless the provisions of Section 39(b)(1)(vi) apply, first be submitted to mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration, or in connection withthe case of claims exclusively governed by the PMPA, litigation. The following principles shall apply in respect of any mediation hereunder: ​ (i) Mediation under this provision shall not be available unless the claim(s) in controversy exceeds the sum or value of $5,000. ​ (ii) Unless otherwise agreed to by the parties, the mediation shall last no longer than two days. ​ (iii) The mediator shall be appointed by the AAA keeping in mind the location and convenience of the parties and the location of the BFA Holder Branded Outlet(s) to which the claim relates. The parties prefer that any mediator appointed hereunder be either an individual with judicial experience or one who has been a member of the bar for at least 25 years. ​ (iv) Each party shall include among its representatives in the mediation proceeding an individual authorized to settle the claim(s). ​ (v) Irrespective of which party commences the mediation procedure, the filing fee required to be paid to the AAA shall be paid by ExxonMobil. All other costs of the mediation, including any fees to be paid to the mediator, shall be shared equally by the parties. Each party shall be responsible for all expenses incurred by it in presenting its case, including any attorney’s fees. ​ (vi) If either party believes it will be prejudiced or in any way related adversely affected by the mediation procedure because of delay, expense incurred, time requirements or any other legitimate concern, that party may, by notice to the other, proceed directly to arbitration. (2) All claims by BFA Holder or on account of, by ExxonMobil arising out of or relating to this Agreement including without limitations: questions as to and the valueFranchise Relationship between the parties created hereunder, acceptability except for claims exclusively governed by the PMPA and fitness claims by ExxonMobil seeking relief when time ​ is of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligenceessence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims of trademark misuse, claims which relate to the existence of environmental concerns, claims relating to the conduct on the BFA Holder Branded Outlet(s) of illegal activities, or actions seeking to evict a dealer claimed to be in wrongful possession of the nature premises, which are not resolved by negotiation or mediation, may be asserted only in an arbitration proceeding to be conducted in accordance with the provisions of breach of contractthis Section 39(b). ​ (i) Any such claims by BFA Holder or by ExxonMobil shall be resolved exclusively by arbitration administered by the AAA under its Commercial Arbitration Rules, fraud or misrepresentation arising either before or subsequent to execution hereof) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The decision of each with respect to matters within the County Mayor's purview as set forth above arbitrator shall be conclusive, final and shall be binding on the Partiesparties. Any such dispute ​ (ii) In the event a claim by BFA Holder raises issues that are governed exclusively by the PMPA as well as issues that must be submitted to arbitration hereunder, the claims under the PMPA shall be broughtsevered and raised, if at all, in litigation. The remaining claims shall be resolved by arbitration, as provided herein. ​ (iii) The arbitration shall be held before a sole arbitrator who shall be selected by agreement of the County Mayor within ten parties. If after forty-five (1045) days from the commencement of the occurrencearbitration the parties have been unable to agree on the selection of an arbitrator, event either party may ask the AAA to appoint a sole arbitrator and the decision of the AAA in this respect shall be final and binding. The parties prefer that any arbitrator agreed to between them or act out appointed by the AAA hereunder be either an individual with judicial experience or one who has been a member of which the dispute arisesbar for at least 25 years. e(iv) The County Mayor may base arbitrator shall decide the matter before him or her in accordance with the terms of this decision on such assistance as agreement, the applicable substantive law of the state where the BFA Holder is located and any federal statutes which may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth hereinapplicable. The effect of Federal Arbitration Act shall govern any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision arbitration proceeding hereunder. All awards rendered hereunder shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver on the request of either party shall state the reasoning on which the award rests. ​ (v) No claim asserted hereunder may be consolidated or asserted jointly with the claim or claims of any other claimant or class of claimants and no arbitration proceeding commenced hereunder may be consolidated or joined with any other arbitration nor may any claim asserted hereunder be asserted as part of any class action litigation or class action arbitration proceeding. If, for any reason, an arbiter or a copy court determines that the parties’ agreement prohibiting class claims is not enforceable, the class claims must be brought as a class action litigation and not as a class action arbitration. (vi) Irrespective of which party commences the arbitration procedure hereunder, the filing fee required to be paid to the AAA shall be paid by ExxonMobil. All other costs of the same arbitration, including the fees to be paid to the Contractorarbitrator, shall be shared equally by the parties. Except as such remedies may Each party shall be limited or waived elsewhere responsible for all expenses incurred by it in the Agreementpresenting its case, Contractor reserves the right to pursue including any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.attorney’s fees. ​

Dispute Resolution Procedure. aIf a Claim (as defined below) The Contractor hereby acknowledges arises, whether or not arising out of Employee's employment, termination of employment, or otherwise, that the Project Manager will determine in Employer may have against Employee, or that Employee may have against the first instance all questions Employer or against its parent, subsidiaries, affiliated entities of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment foregoing, the shareholders, officers, directors, employees, agents or any other representatives of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation any of the Scope of Services; and claims for damagesforegoing, compensation and losses. b) The Contractor such Claim shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute resolved in accordance with the procedures procedure set forth below. A Claim must be processed in this Article. Exhaustion of these procedures the manner set forth below, otherwise the Claim shall be void and deemed waived even if there is a condition precedent federal or state statute of limitations which would allow more time to any lawsuit permitted hereunderpursue the Claim. d) In 17.1 Within 180 days from the event date that the aggrieved party knew or should have known of the facts that gave rise to the Claim, the aggrieved party must give written notice of the Claim to the other party hereto. The parties will hold informal discussions and attempt to resolve the Claim. If written notice of the Claim is not given within the 180-day period, the Claim will be deemed to be time-barred. 17.2 If the Claim is not resolved within 30 days after the written notice of the Claim was given pursuant to paragraph 17.1, either party may initiate arbitration by serving upon the other party written Demand for Arbitration and by filing the Demand for Arbitration in conformance with the rules of the American Arbitration Association ("AAA"). The written Demand for Arbitration must be served within 45 days after the end of such dispute30-day period. 17.3 The written Demand for Arbitration shall describe the factual basis of all Claims asserted, and shall be served upon the other party hereto by certified or registered mail, return receipt requested. If Demand for Arbitration is not served within the applicable time period, the Parties authorize Claim will be deemed to be time-barred. 17.4 Written notice or Demand for Arbitration, or both, to Employee will be mailed to Employee's address as it appears in the County Mayor Employer's records. Written notice or designeeDemand for Arbitration, who or both, to the Employer, or its officers, directors, employees or agents, shall be sent to VDI, Attention: ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 17.5 The arbitration shall be conducted in accordance with the then-current Employment Dispute Resolution Rules of the AAA before a single arbitrator. The arbitration shall take place in Los Angeles County, California. (1) The Arbitrator shall be selected as follows. The AAA shall give each party a list of 11 arbitrators drawn from its panel of labor and employment arbitrators. Each side may not strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual shall be the Project Manager or anyone associated with this ProjectArbitrator. If more than one common name remains on the lists of all parties, acting personallythe parties shall strike names alternately, to decide in a telephone conference no more than five (5) days after the parties receive notice that more than one acceptable arbitrator remains, until only one remains. If no common name remains on the lists of all questions arising out ofparties, underthe AAA shall furnish one additional list, or in connection withand the above procedure will be utilized. If no arbitrator is designated from the second list, or in any way related to or on account the procedure of the Agreement Employment Resolution Rules will be utilized to select the arbitrator. (including but not limited to claims 2) Any party may be represented in the nature of breach of contract, fraud arbitration by an attorney or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any other representative selected by such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arisesparty. e(3) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to parties waive the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy California Code of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this ArticleCivil Procedure Section 1283. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. Unless specifically described herein to the contrary, the following provisions shall apply to the resolution of conflicts between the Parties as they arise:‌‌‌ (a) The Contractor hereby acknowledges All Parties agree to utilize all reasonable efforts to resolve any dispute promptly and in an amiable manner by negotiations amongst the Parties. (b) All Parties shall continue to perform their respective obligations during the resolution of any dispute or disagreement, including during any period of mediation or arbitration, unless and until this Membership Agreement is lawfully terminated or expires according to its terms. (c) Any Party may submit a dispute arising from this Membership Agreement for mediation in accordance with the following terms: (i) such mediation will take place in Calgary, Alberta, or as otherwise agreed to by the Parties; (ii) that Party seeking mediation shall request Alberta Municipal Affairs to select a mediator whose qualifications are appropriate to the Project Manager matter to be mediated; (iii) the mediator shall designate a place for a meeting of the mediator with representatives of the Parties; (iv) during the mediation process contemplated herein, no action will determine be taken by any Party to commence or continue arbitration proceedings under this Membership Agreement; (v) the cost of the mediator will be equally shared by the Parties; (vi) any mediation that takes place will be strictly confidential; (vii) no proposal or concession made by a third Party in the first instance all questions course of mediation may be used by any nature whatsoever Party in any subsequent proceedings; and (viii) the mediator may not be called by any Party as a witness in any subsequent proceedings. (d) Should mediation fail to result in a resolution of the dispute between the Parties within fifteen (15) days after the Parties initially attempted to mediate the dispute, any Party may submit the dispute for arbitration as provided in accordance with the following terms and conditions: (i) the determination arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor arbitration process shall be bound by all determinations or orders final and shall promptly comply with every order of binding upon the Project ManagerParties, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orallyprovided however, they will be issued that in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and dispute has not been resolved through the Project Manager are unable to resolve their difference, the Contractor may initiate arbitration process within sixty (60) days of a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview Party giving notice nominating one arbitrator as set forth above herein, any Party at any time thereafter, but prior to a determination being made by the arbitrator(s) shall be conclusivehave jurisdiction to have recourse to the Courts of Alberta having jurisdiction for the determination of the dispute, final and binding on upon the Parties. Any commencement of any action for such purpose, the jurisdiction of the arbitrator(s) in respect of such dispute shall be broughtcease; (ii) the Party desiring arbitration shall nominate one (1) arbitrator and shall notify the other Parties in writing of the nomination as follows: (1) the notice shall set forth a brief description of the matter submitted for arbitration; (2) each of the other Parties shall, within ten (10) days after receiving such notice advise if at allthey accept the nomination for the arbitrator or if not, before that they reject the County Mayor arbitrator and shall nominate an alternate arbitrator; (3) if the Parties do not agree upon the choice of arbitrator within ten (10) days of the occurrencenotice as set forth in Section 11.01(d)(i), event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance Parties or any Deliverable meets one of them may apply to the requirements Alberta Court of this Agreement Queen's Bench to have the arbitrator appointed; (iii) the Parties will act reasonably and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired in good faith to select arbitrators who are objective and who are suitably qualified by education or waived by any negotiations or settlements or offers made in connection professional experience to deal with the dispute, whether or not the County Mayor participated therein, or by any prior decision of othersmatters, which prior decision shall be deemed are the subject to review, or by any termination or cancellation of the Agreement. All such disputes arbitration; (iv) any arbitration conducted pursuant to this Membership Agreement shall be submitted take place in writing by the Contractor to the County Mayor for a decisionCity of Calgary and, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant subject to the provisions of this ArticleMembership Agreement, such action the decision of the arbitrator in writing shall be fair binding upon the Parties both in respect of procedure and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy the conduct of the same Parties during the proceedings and final determination of the issues; (v) any written award or decision of the arbitrators shall not repeat or recite any evidence which is proprietary or confidential to any Party; (vi) the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves Arbitrator has the right to pursue award solicitor-client costs against the unsuccessful Party and to award interest but does not have the right to award punitive, consequential or other exemplary damages; (vii) judgment upon any remedies available under law after exhausting award (an "Award") rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the Award and an enforcement order, as the laws of such jurisdiction may require or allow; (viii) the Parties acknowledge and agree that, where a dispute involves a claim for injunctive relief, a Party may refer such matter to arbitration in or apply to the appropriate court for relief; and (ix) except as modified herein, the provisions of this Articlethe Arbitration Act (Alberta) as amended from time to time, shall govern the arbitration process. f(e) This Article will survive Subject to Section 11.01(d)(vi) in the termination or expiration case of this Agreementan Arbitration, the Parties shall bear their respective costs incurred in connection with the negotiation, mediation and, if applicable, arbitration except that the Parties shall equally share the fees and expenses of the mediator and arbitrator and the cost of the facilities required for mediation and arbitration.

Dispute Resolution Procedure. (a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as Any Dispute shall be brought to the valueattention of a senior management representative of each Party, acceptability and fitness who shall attempt to resolve the Dispute in good faith. If, however, the senior management representatives of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager Parties are unable to resolve their differencea Dispute, the Contractor may initiate CEOs or presidents (or their respective designee, provided the designee has authority to resolve the Dispute) of the Parties shall on the request of any of the Parties attempt in good faith to promptly resolve such Dispute within [***] calendar days. The limitation period with respect to claims relating to a dispute submitted to CEOs or presidents as provided for above is suspended by submission of the dispute until [***] after lapse of the aforementioned period of time. (b) If the CEOs or presidents or permitted designees are unable to resolve such Dispute within such period, either Party may submit the Dispute to final and binding arbitration in accordance with the procedures set forth in [***]; provided, however, any dispute regarding the validity, scope or enforceability of patents licensed under this Article. Exhaustion of these procedures Agreement shall be submitted to a condition precedent to any lawsuit permitted hereundercourt of competent jurisdiction. The arbitration shall be conducted in the English language by [***] appointed in accordance with the [***], with the exception that the sole arbitrator or the President shall be nominated by the Parties. The place of arbitration is [***]. (c) The costs of the arbitration as well as all reasonable out-of-pocket costs (including, without limitation, reasonable attorneys' fees and reasonable travel expenses) shall be borne [***]. (d) In Except as may be required by applicable Laws, neither Party, nor any Affiliate thereof, nor an arbitrator may disclose the event existence, content or result of such disputeany arbitration held with respect to this Agreement without the prior written consent of both Parties. The Parties mutually agree that all information, the Parties authorize the County Mayor documents, testimony, exhibits and other written, recorded, graphic or designeeother information produced, who may not be the Project Manager exchanged or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or used in any way related in any arbitration proceeding under this Section are designated as confidential and shall not be disclosed to anyone other than the Parties, their attorneys and advisors, and the arbitrators. Furthermore, any and all documents, materials or other information designated as confidential that are produced to or on account received by the other Party or any Affiliate as part of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above arbitration proceeding shall be conclusive, final and binding on returned to the Parties. Any Party that produced or provided such dispute shall be brought, if at all, before the County Mayor materials within ten (10) [***] calendar days of the occurrenceconclusion of the arbitration, event or act out such materials shall be certified in writing to have been destroyed within [***] calendar days of which the dispute arises. e) The County Mayor conclusion of the arbitration; provided, however, that the Parties and their counsel may base this decision on such assistance as may be desirable, including advice retain copies of experts, but in any event shall base the decision on an independent briefs and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection other papers filed with the disputearbitrators that contain or constitute such confidential material, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All so long as such disputes shall be submitted in writing by the Contractor briefs and other papers are maintained according to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the confidentiality provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement. (e) By agreeing to arbitration neither Party intends to deprive any competent court having jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award or injunction in aid of the arbitration proceedings. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitration panel shall have full authority to grant provisional remedies and to award damages for failure of any Party to respect the arbitration panel’s order to that effect. (f) The arbitral tribunal shall [***]. (g) If a Party fails to make the payment of any advance on costs fixed by the [***], and if the other Party makes the payment in lieu of the defaulting Party, the arbitral tribunal may, at the request of the paying Party, issue a separate award for reimbursement of the payment. Alternatively, the paying Party may ask the arbitral tribunal to order interim or conservatory measures, or it may, at its discretion, apply the competent state courts.

Dispute Resolution Procedure. a) The Contractor hereby acknowledges I agree that the Project Manager will determine in the first instance all questions of any nature whatsoever dispute arising out of, under, of or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability employment relationship between me and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project ManagerCompany, including the withdrawal termination of that relationship, and any allegations of unfair or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination discriminatory treatment arising under state or order. Where orders are given orallyfederal law or otherwise, they will shall be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute resolved in accordance with the dispute resolution procedures set forth in this Articlemy letter of offer of employment from the Company dated ________________ (the "Offer Letter"). Exhaustion of these procedures If there is no Offer Letter or if the Offer Letter does not include a dispute resolution procedure, then I agree that all such disputes shall be resolved by final and binding arbitration in accordance with the following procedures: The parties shall first submit any dispute to non-binding mediation before a condition precedent mediator to be jointly selected by the parties. The Company will pay the cost of any lawsuit permitted hereunder. d) In mediation. If the event of such mediation does not resolve the dispute, the Parties authorize parties agree that the County Mayor dispute shall be resolved by final and binding arbitration, pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association. Each party shall be responsible for paying its own legal fees. If I prevail, the Company will pay the costs of the arbitration. If the Company prevails, I will pay half of the costs of the arbitration or designee$500, who may not whichever is less. Subject to the following paragraph, arbitration shall be the Project Manager or anyone associated with this Projectexclusive final remedy for any dispute between the parties, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to disputes involving claims for discrimination or harassment (such as claims under the Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or the Age Discrimination in the nature of Employment Act), wrongful termination, breach of contract, fraud breach of public policy, physical or misrepresentation arising mental harm or distress, except that either before side may appeal the arbitrator's decision regarding or subsequent to execution hereof) and the decision of each with respect relating to matters within involving the County MayorCompany's purview as set forth above Proprietary Information to a court of competent jurisdiction in or servicing the State of Delaware. Nothing herein shall be conclusive, final and binding on limit the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days right of the occurrence, event or act out Company to obtain injunctive relief for violation of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements portions of this Agreement and any specifications dealing with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation protection of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questionsCompany's Proprietary Information, in order that to preserve the status quo or prevent irreparable harm pending arbitration and, if applicable, appeal. In addition, either party may bring an action in a fair and impartial decision may be made. Whenever court of competent jurisdiction located in or serving the County Mayor is entitled State of Delaware regarding or relating to exercise discretion or judgement or to make a determination or form an opinion pursuant to matters involving the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this ArticleCompany's Proprietary Information. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. aThis Agreement imposes on both parties a duty to negotiate in good faith all matters relating to this Agreement and the performance of this Agreement. During the term of this Agreement, except as otherwise expressly provided herein, any dispute concerning this Agreement with the exception of a dispute arising from the Corporation's retention of funds, pursuant to Section 17 hereof shall be referred for action by either party to the Senior Vice President designated by the Corporation (the party referring such action hereinafter referred to as the "Referring Party" and the other party hereinafter referred to as the "Non-Referring Party"), whereupon said Senior Vice President shall promptly give notice to the Non-Referring Party of such referral for action (the "Referral Notice"). The parties must agree upon a written statement of facts and issues to be presented to the Senior Vice President within five (5) days of the Non-Referring Parry's receipt of the Referral Notice. The decision of the Senior Vice President shall be rendered within fifteen (15) days of the Non-Referring Party's receipt of the Referral Notice and shall be delivered in writing to the Referring Party and the Non-Referring Party. This decision shall be final and conclusive, unless the President of the Contractor hereby acknowledges that Submits a written appeal to the Project Manager will determine in President of the first instance all questions Corporation within fifteen (15) days of any nature whatsoever its receipt of the decision. The President of the Contractor shall be afforded the opportunity to resolve the dispute or controversy arising out of, under, out of or in connection with, or in any way related to or on account of, with this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project ManagerPresident of the Corporation. In If the event that President of the Contractor and the Project Manager are unable President of the Corporation cannot agree on a determination within thirty (30) days, such dispute may be resolved in any way mutually agreeable to resolve the parties including, but not limited to, arbitration, mediation or an independent committee. The parties shall pay their differenceown costs and expenses payable in connection with any dispute resolved under this Section 16, except as shall be otherwise determined by an arbitrator, mediator, committee or court of competent jurisdiction. The time limitation specified above may be extended upon mutual written agreement. Any dispute involving the performance of this Agreement not resolved by mutual agreement or, if subject to the dispute resolution mechanism set forth above, may be judicially adjudicated as set forth below. (Those disputes subject to, and resolved in accordance with, the Contractor may initiate a dispute Expedited Dispute Resolution Procedure set out in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be Section 18 below, however, are not subject to judicial adjudication.) As a condition precedent to any lawsuit permitted hereunder. dsuch judicial adjudication, the party that desires to initiate such action shall first notify the other, in writing, at least thirty (30) In days prior to the event initiation of such disputeaction, certifying the nature and particulars of its claim, including damages claimed, if any, the Parties authorize method of computation and the County Mayor remedies sought. Upon receipt of such notice, the responding party shall meet with the initiating party during such thirty (30) day period in an effort to resolve the dispute amicably. Pending final determination of any dispute under the provisions of this Section 16 or designeeSection 18 hereof, who the parties shall continue diligently to carry out the provisions of this Agreement, including the performance of Contract Services that may not be in dispute. If either party willfully fails to fulfill its obligations pending dispute resolution, and it is determined pursuant to the Project Manager or anyone associated with provisions of this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of Section 16 that such failure constituted a breach of contractsuch party's obligations hereunder, fraud or misrepresentation arising either before or subsequent to execution hereof) and that party shall be responsible for any additional costs incurred by the decision other party as a result of each such failure. The provisions of this Section 16 (except for the requirement with respect to matters within the County Mayor's purview as set forth above continuing obligation to perform Contract Services) shall be conclusive, final and binding on not apply to disputes concerning the Partiesretention of funds by the Corporation pursuant to Sections 13 or 17 hereof. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to reviewthe Expedited Dispute Resolution procedure set out in Section 18 hereof. In addition, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to neither the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting Section 16 nor the provisions of this Article. fSections 18 hereof will apply to (i) This Article will survive the termination and/or removal of Contract Services Providers; or expiration of this Agreement(ii) indemnification in accordance with Section 25 hereof.

Dispute Resolution Procedure. (a) The Contractor hereby acknowledges Licensor, Licensee and the Owner agree that the Project Manager will determine in the first instance all questions of they shall endeavor to resolve any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, dispute that may arise under this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with through the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent Section 23 (the “Dispute Resolution Procedure”) prior to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with filing suit in court and prior to terminating this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or Agreement on account of an Event of Default. Either Licensor or Licensee may initiate the Agreement Dispute Resolution Procedure by delivering a notice of conflict to the other party (including but not limited to claims a “Notice of Conflict”) setting forth: (i) the subject of the dispute; (ii) the party’s position; and (iii) the relief requested. Within five (5) business days of delivery of the Notice of Conflict, the receiving party shall respond in writing with a statement of its position. Thereafter, representatives of each party with full settlement authority shall meet at a mutually acceptable time and place in the nature City of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor New Haven within ten (10) days of the occurrencedelivery of the Notice of Conflict (the “Dispute Meeting”) in order to attempt to negotiate in good faith a resolution to the dispute, event or act out of which and the Owner shall be entitled to attend the Dispute Meeting. (b) If the dispute arisesis not resolved by way of the Dispute Meeting, the dispute shall be submitted to mediation under the Commercial Mediation Procedures of the AAA in effect on the Effective Date of this Agreement, or under such other rules as Licensor and Licensee may agree upon (the “Mediation”). The Mediation shall be with the AAA, or, if agreed upon, through use of a private mediator chosen by Licensor and Licensee. The Mediation shall occur in the City of New Haven, unless otherwise agreed. The mediator’s fees and the filing fees, if any, shall be shared equally. Agreements reached in the Mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. e(c) The County Mayor may base this decision on such assistance as If the dispute is not resolved by way of the Dispute Meeting or the Mediation, the dispute(s) may be desirablereferred for an advisory opinion to a neutral party who shall be retained by ▇▇▇▇▇▇▇▇ and Licensee, including advice and such neutral party shall establish such procedures as will allow him or her to promptly consider the dispute and issue a written advisory opinion. Costs and fees for the neutral party shall be equally shared by Licensor and Licensee. Third parties relevant to the adjudication of experts, but in any event shall base the decision on an independent dispute may be added to the advisory opinion proceedings if agreed to by Licensor and objective determination of whether ContractorLicensee. Licensor and Licensee agree that the neutral party’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision advisory opinion shall not be impaired admissible in subsequent litigation. (d) No passage of time or waived delay caused by any negotiations pursuit of the Dispute Resolution Procedure shall prejudice the rights of either Licensor, Licensee or settlements or offers made in connection the Owner, and to the extent necessary, Licensor, Licensee and the Owner shall enter into an agreement to extend the statutes of limitations with respect to the subject matter of the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement.

Dispute Resolution Procedure. The parties agree that any dispute arising out of the employment relationship between them, including the termination of that relationship, shall be resolved under the following procedures: (a) The Contractor hereby acknowledges party claiming to be aggrieved shall furnish to the other party a written statement of the grievance identifying any witnesses or documents that support the grievance and the relief requested or proposed. (b) If the other party does not agree within five business days after receipt of the statement to furnish promptly the relief requested or proposed, or otherwise does not satisfy the demand of the party claiming to be aggrieved within five business days after receipt of the statement, the parties shall promptly submit the dispute to nonbinding mediation before a mediator to be jointly selected by the parties. The Company will pay the cost of the mediation. (c) If the mediation does not produce a resolution of the dispute within five business days after mediation commences, the parties agree that the Project Manager will determine in dispute shall be promptly resolved by final and binding arbitration by an arbitrator mutually selected by the first instance all questions of any nature whatsoever arising out ofparties or, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions if no agreement as to the valueselection of an arbitrator is reached, acceptability and fitness selection shall be made pursuant to the Expedited Labor Arbitration Rules of the Services; questions as American Arbitration Association, except that the arbitrator shall be selected by alternately striking names from a panel of five neutral labor or employment arbitrators designated by the American Arbitration Association. The arbitrator shall have the authority to either party's fulfillment of its obligations under grant any relief authorized by law, provided, however, that nothing herein shall limit the Contract; negligence, fraud or misrepresentation; questions as to the interpretation right of the Scope Company to obtain injunctive relief from a court for violation of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten (10) days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor’s performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair Agreement relating to confidentiality and impartial when exercised or takennoncompetition. The County Mayorarbitrator shall not have the authority to modify, as appropriate, shall render a decision in writing and deliver a copy of change or refuse to enforce the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration terms of this Agreement. In addition, the arbitrator shall not have the authority to require the Company to change any lawful policy or benefit plan. The final arbitration hearing shall be transcribed. The non-prevailing party shall bear the costs of the arbitration, including the prevailing party's attorneys' fees. (d) Except as otherwise provided in this Agreement, arbitration shall be the exclusive final remedy for all disputes between the parties, and the parties agree that no dispute shall be submitted to arbitration if the party claiming to be aggrieved has not complied with the preliminary steps in paragraphs (a) and (b) above.