Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions. (b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. (c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE. (d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE. (e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 5 contracts
Sources: Supply Agreement (Adaptimmune Therapeutics PLC), Sub License Agreement (Adaptimmune Therapeutics PLC), Sub License Agreement (Adaptimmune Therapeutics PLC)
Governing Law; Dispute Resolution. (a) The PARTIES intend Parties agree that nothing in the enforcement of this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents Agreement shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et seq. The laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE State of Texas and LTC pertaining the National Rules (as defined below) shall apply to the interpretation of this SUB-LICENSEAgreement, pursuant to section 2 of the FAA. The laws of the State of Texas shall govern the substantive merits of any legal dispute set forth herein, without regard to conflicts of law provisions. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment or the breach thereoftermination of your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute (including the arbitrability of the dispute itself, and the formation or enforceability of this Agreement) shall be settled by binding arbitration in the city of Washington, D.C., administered by under the American Arbitration Association Association’s Employment Arbitration Rules and Mediation Procedures (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial the National Rules. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration rulesin accordance with this Section 10(m) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 10(m) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The following claims are not covered by this Section 10(m): (1) claims for workers’ compensation or unemployment compensation benefits; (2) administrative chargescharges to any federal, arbitratorsstate or local equal opportunity or fair employment practices agency; (3) administrative charges to the National Labor Relations Board; (4) agency charges or complaints to exhaust an administrative remedy; or (5) any other charges filed with or communication to a federal, state or local government office, official or agency. Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and related expenses in favor of the prevailing party. The Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator means specified under Section 10(a); and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 5 contracts
Sources: Executive Employment Agreement (HMS Holdings Corp), Executive Employment Agreement (HMS Holdings Corp), Executive Employment Agreement (HMS Holdings Corp)
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE This Agreement shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed interpreted in accordance with the laws of *** the State of Utah, excluding the provisions relating to conflicts of law. Subject to the limitations of this Section 17, if any dispute arises between the parties under or concerning this Agreement or the terms hereof, or regarding the manner in each case which the Executive was treated while employed by the Company, the termination of Executive’s employment, or any alleged violation by the Company of his rights under any common law theory, or any applicable federal, state, or local law, statute, regulation, or ordinance (including without reference limitation 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any other local, state, or federal legislation that pertains to employee rights, compensation, benefits or discrimination in employment), the parties agree to submit such issue to final and binding arbitration in accordance with the then existing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Nothing in this Section 17, however, shall preclude the Company from seeking the judicial relief set forth under the Confidentiality Agreement to enforce the provisions of the Confidentiality Agreement. The parties agree that the interpretation and enforcement of the arbitration provisions in this Agreement shall be governed exclusively by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq.; provided that they are enforceable under the FAA. The Executive shall not be required to pay any costs of arbitration that are required by law to be paid by the Company or that are required to be paid by the Company in order for this agreement to arbitrate to be enforceable. Unless otherwise agreed by the parties, arbitration shall take place in Provo, Utah. The parties agree and understand that one of the objectives of this arbitration agreement is to resolve disputes expeditiously, as well as fairly, and to those ends, it is the obligation of both parties to raise any disputes subject to arbitration hereunder in an expeditious manner. Accordingly, the parties agree that, as to any rules dispute that can be brought hereunder, a demand for arbitration must be postmarked or delivered in person to the other party no later than six months after the date the demanding party knows or should have known of conflict the event or events giving rise to the claim. Failure to demand arbitration on a claim within these time limits is intended to, and shall to the furthest extent permitted by law, be a waiver and release with respect to such claims. If, and only if, the waiver and release of lawsclaims referenced in the immediately preceding sentence is found by a court of competent jurisdiction to be unenforceable as against the Executive or the Company under this Agreement, except that matters pertaining then the parties shall nevertheless submit such claims to intellectual property arbitration pursuant to this Section 17 within the time permitted by law. In rendering an award, the arbitrator shall determine the rights and patents obligations of the parties according to federal law and the substantive law of the State of Utah without regard to any principles governing conflicts of laws and the arbitrator’s decision shall be governed by state and federal substantive law, including state and federal discrimination laws, as though the laws matter were before a court of law. Any arbitration award shall be accompanied by a written statement containing a summary of the jurisdiction issues in which such intellectual property rights or patents existcontroversy, a description of the award, and an explanation of the reasons for the award. Any dispute between ADAPTIMMUNE and LTC pertaining to The decision of the interpretation of this SUB-LICENSE, or the breach thereof, arbitrator shall be settled by binding arbitration in made within thirty (30) days following the city close of Washington, D.C., administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules, and judgment on hearing. The parties agree that the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally enforceable exclusively by the PARTIES but each PARTY shall be responsible for any costs state or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any federal court of competent jurisdiction for enforcement within Provo, Utah. It is understood and agreed by the parties that their agreement herein concerning arbitration does not contain, and cannot be relied upon by the Executive to contain, any promises or representations concerning the duration of such awardthe employment relationship, or the circumstances under or procedures by which the employment relationship may be modified or terminated. If any part of this arbitration procedure is in conflict with any mandatory requirement or applicable law, the law shall govern, and that part of this arbitration procedure shall be reformed and construed to the maximum extent possible in conformance with the applicable law. The administrative charges, arbitrators’ fees, arbitration procedure shall remain otherwise unaffected and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesenforceable.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 2 contracts
Sources: Employment Agreement (Qualtrics International Inc.), Employment Agreement (Qualtrics International Inc.)
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in Notwithstanding the place where this SUB-LICENSE derogates Agreement may be executed by any provision of the PARENT LICENSE. With respect to any issue pertaining to parties hereto, the interpretation parties expressly agree that all terms and conditions of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE Agreement shall be governed by construed under and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining State of without giving effect to the interpretation conflicts of laws principles thereof.
(b) Except for obtaining a temporary restraining order or an injunction in accordance with Section 8.8(g) below, any claim or controversy under or involving this SUB-LICENSE, or the breach thereof, Agreement shall be finally settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, except as modified herein (the “Rules”).
(c) If the parties are unable to resolve a dispute after ninety (90) days of efforts, the Company, on one hand, and Services PLLC, on the other hand, shall, within ten (10) days of such ninety (90)-day period, each select one arbitrator in accordance with the city Rules. The two named arbitrators shall then select a third arbitrator within fifteen (15) days of Washingtonthe selection of the second arbitrator. If the two named arbitrators have not agreed on the third arbitrator within the time limits specified above, D.C., administered then such appointment shall be made by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules, and judgment on the award rendered by Rules upon the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement written request of the PARTY-appointed arbitrators. If no agreement on Company or Services PLLC within fifteen (15) days of such appointment can be reached, the parties may ask AAA to make the appointmentrequest. The arbitration proceedings hearing shall be held, if possible, within ninety (90) days of the appointment of the third arbitrator, and the award shall be issued, if possible, within thirty (30) days after the close of the hearing. Any such arbitration shall be conducted in Englishor such other site as is mutually agreed upon by the Company and Services PLLC.
(d) Any decision or award of the arbitrators shall be based solely on the terms of this Agreement, applicable law, and the facts presented by the parties. The arbitration parties hereby waive any rights of application or appeal to any court or tribunal shall apply AAA rules in effect at of competent jurisdiction (including without limitation the time courts of the United States and the States of ) to the fullest extent permitted by law in connection with any question of law arising in the course of the arbitration or with respect to any award made. Notwithstanding the foregoing, by agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and enforcement of any award. In Without prejudice to such provisional remedies as may be available under the event jurisdiction of a conflict court, the arbitrators shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrators’ order to that effect.
(e) The decision or award of the arbitrators shall be the sole and exclusive remedy between the provisions of this Section 14.1(b) parties regarding any and such AAA rules, all issues presented to the provisions of this Section 14.1(b) shall prevailarbitrator. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES parties, and judgment upon any award may be entered in any court in the winning PARTY may, at the cost and expense States of the losing PARTY, apply to or any other court of competent subject matter jurisdiction having jurisdiction thereof. Each party hereby irrevocably consents to the personal jurisdiction of the courts in the States of , solely for purposes of confirmation of, entry of judgment upon, and enforcement of such the arbitral award. Each party further hereby irrevocably waives and covenants not to assert any defenses in any such proceeding based on any alleged defects in jurisdiction, venue, or convenience of the forum.
(f) Each party will, upon the written request of another party, provide the other with copies of specific documents relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery shall be determined by the arbitrator, whose determination shall be binding.
(g) The administrative chargesparties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, arbitrators’ feesthis being in addition to any other remedy to which they are entitled at law or in equity.
(h) Notwithstanding any other provision of law, and related expenses regardless of any arbitration shall be paid equally by the PARTIESprevailing party, but each PARTY shall be responsible for any party agrees to pay its own costs or and expenses incurred in presenting such PARTY’s case to connection with any arbitration and shall split equally the cost of the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 2 contracts
Sources: Services Agreement (Pathology Solutions, LLC), Services Agreement (Aurora Diagnostics, Inc.)
Governing Law; Dispute Resolution. The Parties agree that the Federal ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇ ▇.▇.▇. §▇ et seq. and the National Rules (aas defined below) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining shall apply to the interpretation and enforcement of this Agreement. The laws of the PARENT LICENSEState of Texas shall govern the substantive merits of any legal dispute set forth herein, without regard to conflicts of law provisions. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a breach thereof hereunderresolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, this SUB-LICENSE then the dispute (including the arbitrability of the dispute itself) shall be governed settled by and construed arbitration under the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the “National Rules”). A single arbitrator shall be selected in accordance with the applicable provisions National Rules. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(m) (other than as provided under the laws Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of *** this Agreement, as well as all applicable federal, state, or local laws. The award rendered in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents arbitration proceeding held under this Section 9(m) shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE final and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rules, and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(m). Also not covered by this Section 9(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and related expenses in favor of the prevailing party. The Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator means specified under Section 9(a); and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 2 contracts
Sources: Employment Agreement (HMS Holdings Corp), Employment Agreement (HMS Holdings Corp)
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the State of Texas without reference to any rules of relating to conflict of lawslaw. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except that matters pertaining as expressly excluded herein, each Party agrees to intellectual property rights give the other Party notice of an intent to seek arbitration under this Agreement and patents shall 10 days to reach a resolution. Should resolution of any controversy or claim not be governed by reached following provision of notice and a reasonable opportunity to cure, then the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washingtonarbitration, D.C., administered by under the American Arbitration Association Association’s National Rules for the Resolution of Employment Disputes (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial arbitration rulesthe National Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in Dallas, TX, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesif any. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between Without limiting the provisions of this Section 14.1(b) and such AAA rules9(n), the provisions of this Section 14.1(b) shall prevail. The award Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitration tribunal shall be final and binding upon arbitrator or, if applicable, the disputing PARTIES court and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any arbitrator or court of competent jurisdiction for enforcement of such award. The administrative charges, arbitratorsmay award reasonable attorneys’ fees, costs and related expenses expenses. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
means specified under Section 9(a); and (c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 2 contracts
Sources: Executive Employment Agreement (HMS Holdings Corp), Executive Employment Agreement (HMS Holdings Corp)
Governing Law; Dispute Resolution. (a) The PARTIES intend Parties agree that nothing in the enforcement of this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents Agreement shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et seq. The laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE State of Texas and LTC pertaining the National Rules (as defined below) shall apply to the interpretation of this SUB-LICENSEAgreement, pursuant to section 2 of the FAA. The laws of the State of Texas shall govern the substantive merits of any legal dispute set forth herein, without regard to conflicts of law provisions. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment or the breach thereoftermination of your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute (including the arbitrability of the dispute itself, and the formation or enforceability of this Agreement) shall be settled by binding arbitration in the city of Washington, D.C., administered by under the American Arbitration Association Association’s Employment Arbitration Rules and Mediation Procedures (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial the National Rules. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration rulesin accordance with this Section 10(m) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 10(m) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The following claims are not covered by this Section 10(m): (1) claims for workers’ compensation or unemployment compensation benefits; (2) administrative chargescharges to any federal, arbitratorsstate or local equal opportunity or fair employment practices agency; (3) administrative charges to the National Labor Relations Board; (4) agency charges or complaints to exhaust an administrative remedy; or (5) any other charges filed with or communication to a federal, state or local government office, official or agency. Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and related expenses in favor of the prevailing party. The EA – EVP (06/2019) Employment Agreement (▇▇▇▇▇ ▇▇▇▇▇▇) – Page 10 Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator means specified under Section 10(a); and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the State of Texas without reference to any rules of relating to conflict of lawslaw. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except that matters pertaining as expressly excluded herein, each Party agrees to intellectual property rights give the other Party notice of an intent to seek arbitration under this Agreement and patents shall 10 days to reach a resolution. Should resolution of any controversy or claim not be governed by reached following provision of notice and a reasonable opportunity to cure, then the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washingtonarbitration, D.C., administered by under the American Arbitration Association Association’s National Rules for the Resolution of Employment Disputes (the “AAANational Rules”) ), A single arbitrator shall be selected in accordance with its commercial arbitration rulesthe National Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in Dallas, TX, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesif any. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between Without limiting the provisions of this Section 14.1(b) and such AAA rules9(n), the provisions of this Section 14.1(b) shall prevail. The award Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitration tribunal shall be final and binding upon arbitrator or, if applicable, the disputing PARTIES court and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any arbitrator or court of competent jurisdiction for enforcement of such award. The administrative charges, arbitratorsmay award reasonable attorneys’ fees, costs and related expenses expenses. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
means specified under Section 9(a); and (c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.process,
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the State of Texas without reference to any rules of relating to conflict of lawslaw. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except that matters pertaining as expressly excluded herein, each Party agrees to intellectual property rights give the other Party notice of an intent to seek arbitration under this Agreement and patents shall 10 days to reach a resolution. Should resolution of any controversy or claim not be governed by reached following provision of notice and a reasonable opportunity to cure, then the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washington, D.C., administered by under the American Arbitration Association Association’s National Rules for the Resolution of Employment Disputes (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial the National Rules and the costs of such arbitration rulesshall be shared equally between the parties. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesif any. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between Without limiting the provisions of this Section 14.1(b) and such AAA rules9(n), the provisions of this Section 14.1(b) shall prevail. The award Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitration tribunal shall be final and binding upon arbitrator or, if applicable, the disputing PARTIES court and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitratorsarbitrator may award reasonable attorneys’ fees, costs and related expenses expenses. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
means specified under Section 9(a); and (c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the Commonwealth of Massachusetts without reference to any rules of relating to conflict of lawslaw. The Parties agree that the Federal ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, except that matters pertaining to intellectual property rights ▇ ▇.▇.▇. §▇ et seq. and patents shall be governed by the laws American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining “National Rules ”) apply to the interpretation and enforcement of this SUB-LICENSEAgreement. In case of any controversy, dispute, or claim directly or indirectly arising out of or related to this Agreement, or the breach thereof, or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the Parties agree that any controversy or claim arising out of or relating to this Agreement, including the arbitrability of the dispute itself, shall be settled by binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”) one arbitrator in accordance with its commercial the National Rules in effect at the time the arbitration rulesdemand is filed or such other rules as may be mutually agreed to by the Parties. The dispute will be arbitrated in Boston, Massachusetts, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 10(m) (other than as provided under the Confidentiality Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 10(m) will be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 10(m). Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief ”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Confidentiality Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the Commonwealth of Massachusetts. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and related expenses in favor of the prevailing party. The Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith, will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (i) submit to the personal jurisdiction of such courts; (ii) consent to service of process by the PARTIES but each PARTY shall be responsible for means specified under Section 10(a); and (iii) waive any costs other requirement (whether imposed by statute, rule of court, or expenses incurred in presenting such PARTY’s case otherwise) with respect to the arbitratorspersonal jurisdiction, such as attorney’s fees inconvenient forum, or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement service of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesprocess.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Sources: Employment Agreement (Concert Pharmaceuticals, Inc.)
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in This Agreement and any claim, controversy or dispute arising out of or related to this SUB-LICENSE derogates Agreement, any provision of the PARENT LICENSE. With respect to any issue pertaining to transactions contemplated hereby, the relationship of the parties, and/or the interpretation and enforcement of the PARENT LICENSErights and duties of the parties, whether arising in contract, tort, equity or a breach thereof hereunderotherwise, this SUB-LICENSE shall be governed by and construed in accordance with the domestic Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable provisions in to any such claim, controversy or dispute), without giving effect to any choice or conflict of Law provision or rule (whether of the PARENT LICENSE, including without limitation, Section 17.1(aState of Delaware or any other jurisdiction) regarding United States Federal Law, Regulations, Directives, and Instructionsthat would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(b) This SUB-LICENSE Except as provided in Section 12.9, the parties shall be governed by and construed in accordance with the laws first attempt to resolve any Proceeding or claim arising out of *** in each case without reference or relating to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSEAgreement, or the breach thereof, shall be settled by final and binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures taking place in the State of Ohio. The parties undertake to procure that all arbitration proceedings conducted in accordance with its commercial this Agreement shall be kept strictly confidential. This undertaking shall cover, inter alia, that arbitration rulesproceedings have been initiated, and judgment on all information disclosed during the course of such proceedings, as well as any decision or award rendered made or declared by the arbitrator arbitral tribunal. Such information may not be entered disclosed to a third party without the prior written consent of the party to which the information relates or that has an interest in any court having jurisdiction thereofkeeping the information confidential. The administrative chargesRegardless of the above, arbitrators’ fees, and related expenses of any arbitration a party shall not be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred prevented from disclosing information in presenting order to safeguard such PARTYparty’s case rights with respect to the arbitratorsProceedings (including, such for the sake of clarity, a disclosure as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event a consequence of a conflict between the provisions of this Section 14.1(b) and following challenge), or to disclose such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply information as such party is under an obligation to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs disclose pursuant to Law or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesstock exchange regulations.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Barfresh Food Group Inc.)
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the State of Texas without reference to any rules of relating to conflict of lawslaw. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except that matters pertaining as expressly excluded herein, each Party agrees to intellectual property rights give the other Party notice of an intent to seek arbitration under this Agreement and patents shall 10 days to reach a resolution. Should resolution of any controversy or claim not be governed by reached following provision of notice and a reasonable opportunity to cure, then the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washingtonarbitration, D.C., administered by under the American Arbitration Association Association’s National Rules for the Resolution of Employment Disputes (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial arbitration rulesthe National Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in Dallas, Texas, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesif any. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between Without limiting the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.this
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE This Agreement shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directiveswith, and Instructionsgoverned in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of laws that would require the application of any other law).
(b) This SUB-LICENSE Except with respect to any claim seeking injunctive relief hereunder, in the event of any controversy or claim arising out of, relating to or in connection with any provision of this Agreement or the rights or obligations of the Parties hereunder, the Parties will try to settle their differences amicably between themselves as contemplated herein. To the extent not provided for herein, any Party may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and within ten (10) days after such notice, the Chief Executive Officer (or his or her designee) of Buyer will meet with the Chief Executive Officer (or his or her designee) of Seller, for attempted resolution by good faith negotiations. If such Persons are unable to resolve such disputed matter within 30 days, such dispute shall be governed finally settled by and construed arbitration in accordance with the laws of *** in each case without reference to any commercial arbitration rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”), then in force, by one (1) arbitrator appointed in accordance with its commercial arbitration said rules, provided that the appointed arbitrator shall have appropriate experience in the biopharmaceutical industry. The place of arbitration shall be New York, New York. The award rendered shall be final and binding upon all parties participating in such arbitration. The judgment on the award rendered by the arbitrator may, at the arbitrator’s discretion, include costs of arbitration, reasonable attorneys’ fees and reasonable costs for any expert and other witnesses. Judgment upon the award may be entered in any court having jurisdiction thereofjurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. The administrative charges, arbitrators’ feesaward shall be made within six months of the filing of the demand, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall agree to comply with this schedule before accepting appointment. However, this time limit may be appointed extended by agreement of the PARTY-appointed arbitratorsParties or by the arbitrator if necessary. If no agreement on such appointment can be reachedNotwithstanding the foregoing, the parties any Party may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to seek injunctive relief or specific performance from any court of competent jurisdiction for enforcement of such award. The administrative chargesjurisdiction, arbitrators’ fees, and related expenses in the event of any arbitration shall be paid equally by the PARTIEScontroversy or claim arising out of, but each PARTY shall be responsible for relating to or in connection with any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination provision of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law Agreement or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property obligations of HHMI shall be subject to the arbitration procedures set forth aboveParties hereunder.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be governed by This MSA is made under and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall will be governed by and construed in accordance with the laws of *** in each case without reference to any rules the State of conflict of laws, Texas (except that matters pertaining body of law controlling conflicts of law) and specifically excluding from application to intellectual property rights this MSA that law known as the United Nations Convention on the International Sale of Goods. Customer and patents shall be governed by Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this MSA through negotiation. Should the laws parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining relating to this MSA, including, without limitation, the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled submitted by binding either party to arbitration in ▇▇▇▇▇▇ Country, Texas and in accordance with the city Commercial Arbitration Rules of Washingtonthe American Arbitration Association. The arbitration shall be conducted by one arbitrator, D.C., administered by who shall be
(a) selected in the sole discretion of the American Arbitration Association administrator and (“AAA”b) a licensed attorney with at least ten (10) years experience in accordance with its commercial arbitration rulesthe practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Texas sitting without a jury, and judgment on the award rendered by only such power, except that the arbitrator may shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Texas or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be entered final and binding and enforceable in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, over the parties may ask AAA to make and the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time subject matter of the arbitration. In Each party shall bear its own expenses, but the event of a conflict between parties will share equally the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award expenses of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such awardarbitrator. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights this Section shall not preclude either party from seeking temporary, provisional, or property of HHMI shall be subject to the arbitration procedures set forth aboveinjunctive relief from any court.
Appears in 1 contract
Sources: Master Service Agreement
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSEThis Agreement must be construed, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directivesinterpreted, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case the State of New York without reference to any rules of relating to conflict of lawslaw. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except that matters pertaining as expressly excluded herein, each Party agrees to intellectual property rights give the other Party notice of an intent to seek arbitration under this Agreement and patents shall 10 days to reach a resolution. Should resolution of any controversy or claim not be governed by reached following provision of notice and a reasonable opportunity to cure, then the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washingtonarbitration, D.C., administered by under the American Arbitration Association Association’s National Rules for the Resolution of Employment Disputes (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial arbitration rulesthe National Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in New York, New York, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The administrative chargesCompany will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, arbitratorshowever, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of New York. Each party will pay for its own costs and attorneys’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesif any. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between Without limiting the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.this
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend Parties agree that nothing in the enforcement of this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents Agreement shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §1 et seq. The laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE State of Texas and LTC pertaining the National Rules (as defined below) shall apply to the interpretation of this SUB-LICENSEAgreement, pursuant to section 2 of the FAA. The laws of the State of Texas shall govern the substantive merits of any legal dispute set forth herein, without regard to conflicts of law provisions. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment or the breach thereoftermination of your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute (including the arbitrability of the dispute itself, and the formation or enforceability of this Agreement) shall be settled by binding arbitration in the city of Washington, D.C., administered by under the American Arbitration Association Association’s Employment Arbitration Rules and Mediation Procedures (the “AAANational Rules”) ). A single arbitrator shall be selected in accordance with its commercial the National Rules. The dispute will be arbitrated in Danvers, Massachusetts, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration rulesin accordance with this Section 10(m) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 10(m) shall be final and binding and judgment on upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The following claims are not covered by this Section 10(m): (1) claims for workers’ compensation or unemployment compensation benefits; (2) administrative chargescharges to any federal, arbitratorsstate or local equal opportunity or fair employment practices agency; (3) administrative charges to the National Labor Relations Board; (4) agency charges or complaints to exhaust an administrative remedy; or (5) any other charges filed with or communication to a federal, state or local government office, official or agency. Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Restrictive Covenants Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and related expenses in favor of the prevailing party. The Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court. Any action, suit or other legal proceeding with respect to equitable relief that is excluded from arbitration above must be commenced only in a court of the State of Texas (or, if appropriate, a federal court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect to any arbitration shall be paid equally such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of process by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator means specified under Section 10(a); and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to appealpersonal jurisdiction, in accordance with procedures prescribed by the Chief inconvenient forum, or service of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSEprocess.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend Except to the extent that nothing in this SUB-LICENSE derogates the laws of another jurisdiction must govern any provision aspect of the PARENT LICENSE. With respect to any issue pertaining to transactions contemplated hereby, the interpretation validity, construction and enforceability of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE Agreement shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the General Obligations Law) without giving effect to any choice of law rule that would cause the application of laws of any jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining other than the internal laws of the State of New York to the interpretation rights and duties of the parties. All disputes between the Parties arising out of this SUB-LICENSE, or the breach thereof, Agreement shall be settled by binding the Parties amicably through good faith discussions upon the written request of any Party. In the event that any such dispute cannot be resolved thereby within a period of 60 days after such notice has been given, such dispute shall be finally settled by arbitration in the city of Washington, D.C., administered by the American Arbitration Association (“AAA”) in accordance with its commercial arbitration rulesNew York, New York, using the English language, and judgment on under its International Arbitration Rules. The arbitration panel may grant specific performance, and to allocate between the Parties the costs of arbitration in such equitable manner as the panel may determine. The prevailing Party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered by the arbitrator may be entered in any court having jurisdiction thereof. The administrative charges, arbitrators’ fees, and related expenses or application may be made to such court for judicial acceptance of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitratorsaward and an order of enforcement, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitratorscase may be. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting any Party shall have the rights right to institute a legal action in a court of proper jurisdiction for injunctive relief or property of HHMI shall be subject a decree for specific performance pending final settlement by arbitration. Subject to the arbitration procedures set forth aboveforegoing the Parties hereto consent to the non-exclusive jurisdiction of any New York State or Federal Court of competent jurisdiction in the Borough of Manhattan, New York City, and any court having jurisdiction of any appeal therefrom in any action or proceeding arising out of or relating to this Agreement.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in validity, interpretation and performance of this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE Agreement shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions.
(b) This SUB-LICENSE shall be governed by and construed determined in accordance with the laws of *** in each case without reference to the State of Delaware, notwithstanding any rules of conflict of lawslaw provision to the contrary. In the event of a dispute regarding this Agreement, except that matters pertaining the Note or any of the transactions contemplated hereby and thereby, the parties shall in good faith use commercially reasonable efforts to intellectual property rights and patents resolve the dispute on an amicable basis. All negotiations pursuant to this Section 20 shall be governed by the laws confidential, privileged and inadmissible in any arbitration or legal proceeding and shall be treated as compromise and settlement negotiations for purposes of the jurisdiction Federal Rules of Evidence. If the dispute is not resolved on that basis within thirty (30) days, any party hereto may refer the dispute for resolution by one arbitrator in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by a binding arbitration in the city of Washington, D.C., administered by the American Arbitration Association (the “AAA”) in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereofCommercial Arbitration Rules. The administrative charges, arbitrators’ fees, and related expenses of any arbitration arbitrator shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case mutually acceptable to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator both parties and shall be appointed by agreement an attorney experienced in corporate and contract law. Any such arbitration will take place in Dallas, Texas. The decision of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal arbitrator shall be final and binding upon on the disputing PARTIES parties subject to the dispute, and the winning PARTY mayarbitrator shall be required to provide in writing to the parties the basis for its award or order. Each party will pay for the fees and expenses of its own attorneys, at experts, witnesses, transcripts and other costs related to such claims. A party may seek a preliminary injunction or other preliminary judicial relief if in its judgment such action is necessary to avoid irreparable damage. Despite any such action, the cost parties shall continue to participate in good faith in the procedures set forth in this Section 20. All applicable statutes of limitation shall be tolled during the pendency of any arbitration hereunder, and expense of the losing PARTYparties agree to take such action, apply if any, required to any effectuate such tolling. This agreement to arbitrate shall be enforceable under the Uniform Arbitration Act. Any court of competent jurisdiction for enforcement of such award. The administrative chargesmay confirm, arbitrators’ feesor enter a judgment upon, any arbitration award issued pursuant to this Section 20, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness feesparties hereby consent thereto.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the arbitration procedures set forth above.
Appears in 1 contract
Governing Law; Dispute Resolution. (a) The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of This Agreement and the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE Collaboration Agreement shall be governed by and construed in accordance with the applicable provisions in the PARENT LICENSE, including without limitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directiveswith, and Instructionsgoverned in all respects by, the laws of the State of New York (without giving effect to principles of conflicts of laws that would require the application of any other law).
(b) This SUB-LICENSE As of the Effective Date, any and all disputes, controversies or claims between the Parties arising out of, relating to or in connection with this Agreement or the Collaboration Agreement, including without limitation those disputes relating to the rights and obligations of the Parties and/or performance by the Parties under this Agreement and/or the Collaboration Agreement shall be governed by Section 17.1 of the Collaboration Agreement. However, notwithstanding anything in Article 17 of the Collaboration Agreement to the contrary, the term "ADR" as defined in Section 17.2 of the Collaboration Agreement is hereby amended to mean the arbitration procedures set forth in this Section 12.3(b) and construed Sections 17.2(a)-(c), 17.3-17.15 of the Collaboration Agreement are hereby deleted in accordance with the laws of *** in each case without reference their entirety. Any disputed matter to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents be settled by ADR shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be finally settled by binding arbitration in accordance with the city commercial arbitration rules of Washington, D.C., administered by the American Arbitration Association (“"AAA”") then in force by a panel of three arbitrators appointed in accordance with its commercial said rules (the "Arbitrators"); provided that the Arbitrators shall have appropriate experience in the biopharmaceutical industry. The place of arbitration rulesshall be New York, New York, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The award rendered shall be final and binding upon all parties participating in such arbitration. The judgment on the award rendered by the arbitrator Arbitrators may, at the Arbitrators' discretion, include costs of arbitration, reasonable attorneys' fees and reasonable costs for any experts and other witnesses. Nothing in this Agreement shall be deemed as preventing either Party from seeking injunctive relief from any court having jurisdiction over the Parties and the subject matter of the dispute as necessary to protect any Party's name, proprietary information, trade secrets, know-how or any other proprietary rights. Judgment upon the award may be entered in any court having jurisdiction thereofjurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. The administrative charges, arbitrators’ fees, Parties agree to use their good faith efforts to resolve the dispute within six (6) months of receipt of the original notice of dispute and related expenses of any arbitration shall be paid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case pursuant to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The third arbitrator shall act as the presiding arbitrator and shall be appointed by agreement of the PARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b12.3(b) and such AAA rules, the provisions of this Section 14.1(bmust be completed within one (1) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement year of such awardnotice. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees.
(c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE.
(d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE.
(e) Notwithstanding the foregoing, no dispute affecting any disputes regarding the rights scope, validity, enforceability or property inventorship of HHMI any patents or patent applications shall be subject to the arbitration procedures set forth abovesubmitted for final resolution by a court of competent jurisdiction.
Appears in 1 contract
Sources: Agreement About European Commercialization of Integrilin (Millennium Pharmaceuticals Inc)