Common use of Governing Law and Arbitration Class Action Waiver Clause in Contracts

Governing Law and Arbitration Class Action Waiver. This Agreement and performance by the Parties hereunder shall be construed in accordance with the laws of the State of Delaware, U.S.A., without regard to provisions on the conflicts or choice of laws, but subject to the Federal Arbitration Act. Before either Party may initiate any legal action or proceeding or make a demand for arbitration, such Party must notify the other Party in writing of the dispute or controversy and make one or more of its executives available to meet with executives of the other Party to attempt in good faith to resolve the dispute or controversy. If the dispute or controversy has not been resolved thirty (30) days after such notice is given, either Party may initiate a legal action or proceeding or make a demand for arbitration in accordance with this Section, as applicable. Any dispute or controversy arising from or relating to this Agreement or the enforcement of any provision of this Agreement (other than any claim based on unauthorized use or disclosure of Confidential Information or infringement or misappropriation of intellectual property rights (an “IP Claim”)) (collectively, a “Dispute”), must be arbitrated in Wake County, North Carolina, before a single arbitrator experienced in the financial technology industry who is jointly selected and mutually approved by the Parties or, if the Parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitrator shall serve as a neutral, independent and impartial arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules). The arbitrator will require the non-prevailing Party to pay for the costs of arbitration, including reasonable attorneys’ fees incurred by the prevailing Party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both Parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the above, neither Party will be required to arbitrate an IP Claim. With respect to an IP Claim only, Partner and SHR consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Wake County, North Carolina, U.S.A. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each Party agrees that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither Party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action or in any proceeding in which either Party acts or proposes to act in a representative capacity. The Parties further agree that no arbitration or proceeding will be joined, consolidated or combined with another arbitration or proceeding without the prior written consent of all Parties to such other arbitration or proceeding.

Governing Law and Arbitration Class Action Waiver. This Agreement and performance by the Parties hereunder shall be construed in accordance with the laws of the State of Delaware, U.S.A., without regard to provisions on the conflicts or choice of laws, but subject to the Federal Arbitration Act. Before either Party may initiate any legal action or proceeding or make a demand for arbitration, such Party must notify the other Party in writing of the dispute or controversy and make one or more of its executives available to meet with executives of the other Party to attempt in good faith to resolve the dispute or controversy. If the dispute or controversy has not been resolved thirty (30) days after such notice is given, either Party may initiate a legal action or proceeding or make a demand for arbitration in accordance with this Section, as applicable. Any dispute or controversy arising from or relating to this Agreement or the enforcement of any provision of this Agreement (other than any claim based on unauthorized use or disclosure of Confidential Information or infringement or misappropriation of intellectual property rights (an “IP Claim”)) (collectively, a “Dispute”), must be arbitrated in Wake County, North Carolina, before a single arbitrator experienced in the financial technology industry who is jointly selected and mutually approved by the Parties or, if the Parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by Judicial Arbitration and Mediation Services (JAMS) in accordance with its rules. The arbitrator shall serve as a neutral, independent and impartial arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules). The arbitrator will require the non-prevailing Party to pay for the costs of arbitration, including reasonable attorneys’ fees incurred by the prevailing Party in connection with the arbitration. The results of the arbitration procedure will be considered confidential information of both Parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the above, neither Party will be required to arbitrate an IP Claim. With respect to an IP Claim only, Partner and SHR SDC consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Wake County, North Carolina, U.S.A. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each Party agrees that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither Party will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action or in any proceeding in which either Party acts or proposes to act in a representative capacity. The Parties further agree that no arbitration or proceeding will be joined, consolidated or combined with another arbitration or proceeding without the prior written consent of all Parties to such other arbitration or proceeding.