Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, California without giving effect to any principles choice or rules regarding conflicts conflict of laws law provision or rule (either whether of the State of California or any other jurisdiction) that would cause the application of the law laws of any other jurisdiction other than the State of California. B. (b) It is the express intention of the Parties to this Agreement to make a good faith effort to resolve, without resort to arbitration, any dispute arising under or related to this Agreement. In the event of a dispute relating to any provision of this Agreement which cannot be resolved promptly by negotiations between the Parties involved directly in the dispute, any Party to the dispute may give the other Party written notice of its intent to arbitrate, as provided in this Section 12.8. No arbitration may commence earlier than thirty (30) days after the delivery of the notice of intent to arbitrate, unless the failure to commence arbitration is reasonably likely to result in some demonstrable harm. (c) The Parties hereto agree that the appropriate and exclusive forum for any disputes among any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby, shall be settled by arbitration in Santa Clar▇ ▇▇▇nty, California, in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitration panel will consist of three (3) people to be mutually selected by the Parties to the dispute. In the event that the Parties to the dispute cannot agree upon the arbitrators within ten (10) days after the commencement of the arbitration procedures, one (1) arbitrator shall be selected by Aspec, one (1) arbitrator shall be selected by the Majority Shareholders involved in the dispute and one (1) arbitrator shall be selected by the two (2) other arbitrators so designated. The parties further agree, to the extent permitted by law, that final and non-appealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. The Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Courts of California and waive any objections or rights as to forum nonconvenience, lack of personal jurisdiction or similar grounds with respect to the enforcement of any such judgment. (d) In the event of any dispute or controversy arising out of or in any way related to this Agreementarbitration proceeding hereunder, the matters referred arbitrator(s) shall have the discretion to hereinaward the prevailing party reimbursement of all costs and expenses incurred in connection with said action, including reasonable attorney's fees. (e) To the extent that Aspec or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party Majority Shareholders have or hereafter may initiate negotiations acquire any immunity from jurisdiction of any Dispute by providing written notice court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Aspec and the other party, setting forth Majority Shareholders (as the subject of the Dispute. The recipient of case may be) hereby irrevocably waive such notice will respond immunity in writing within ten (10) calendar days with a statement respect of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them obligations with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the laws of the State of California, Delaware (without giving effect to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) that would cause require the application of the law of any other jurisdiction other than the State of Californialaw). B. In (b) Except with respect to any claim seeking injunctive relief hereunder, in the event of any dispute controversy or controversy claim arising out of of, relating to or in connection with any way related to provision of this Agreement, the matters referred to herein, Agreement or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”)rights or obligations of the parties hereunder, the parties will attempt in good faith try to resolve through negotiation such Disputesettle their differences amicably between themselves as contemplated herein. Either To the extent not provided for herein, any party may initiate negotiations of any Dispute such informal dispute resolution by providing sending written notice of the dispute to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing and within ten (10) calendar days after such notice, the Chief Executive Officer (or his or her designee) of Buyer will meet with a statement the Chief Executive Officer (or his or her designee) of its position on and recommended solution to the DisputeSeller, for attempted resolution by good faith negotiations. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt such Persons are unable to resolve the Dispute. C. If the Dispute is not resolved by these negotiationspromptly such disputed matter, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current commercial arbitration rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration , then in accordance with this Agreement shall be decided force, by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings appointed in accordance with applicable AAA proceduressaid rules, provided that the appointed arbitrator shall have appropriate experience in the biopharmaceutical industry. All The place of arbitration proceedings shall be confidentialSan Francisco, California. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any The award issued as a result of such arbitration rendered shall be final and binding between upon all parties participating in such arbitration. The judgment rendered by the parties thereto arbitrator may, at the arbitrator’s discretion, include costs of arbitration, reasonable attorneys’ fees and shall reasonable costs for any expert and other witnesses. Judgment upon the award may be enforceable by entered in any court having jurisdiction over jurisdiction, or application may be made to such court for judicial acceptance of the party against whom award and/or an order of enforcement is sought. By entering into this Agreement, as the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ feescase may be. The parties agree that this clause has been included to rapidly and inexpensively use their good faith efforts to resolve the dispute within six (6) months of receipt of the original notice of dispute. Notwithstanding the foregoing, any disputes between them with respect to this Agreementregarding the scope, and that this clause validity, enforceability or inventorship of any patents or patent applications shall be grounds submitted for dismissal of any court action commenced final resolution by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawjurisdiction.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by interpreted and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of substantive laws (either and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute proceedings arising in connection with, touching upon or controversy arising out of or in any way related relating to this Agreement, the matters referred breach thereof and/or the scope of the provisions of this Section 21 (a “Proceeding”) shall be submitted to hereinJAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, or the Products “Rules”) to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration held solely in Los Angeles, California California, U.S.A., in the English language in accordance with the then current rules of the American Arbitration Association provisions below. (“AAA”). The parties agree that any and all Disputes that are submitted to a) Each arbitration in accordance with this Agreement shall be decided conducted by one an arbitral tribunal (1the “Arbitral Board”) neutral consisting of a single arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactionsshall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, AAA the arbitrator shall designate be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the arbitratorcost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable out-of-pocket third party expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings shall be entitled to conduct discovery in accordance with applicable AAA procedures. All arbitration proceedings Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be confidential. Neither party limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. (b) There shall disclose any information about be a record of the evidence produced by the other party in proceedings at the arbitration proceedings, except in hearing and the course Arbitral Board shall issue a Statement of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authorityDecision setting forth the factual and legal basis for the Arbitral Board's decision. Before making any disclosure permitted by the preceding sentence, a If neither party shall give the other party reasonable advance gives written notice requesting an appeal within ten (10) business days after the issuance of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result Statement of such arbitration Decision, the Arbitral Board's decision shall be final and binding between as to all matters of substance and procedure, and may be enforced by a petition to the parties thereto and shall be enforceable by any Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. (c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party against whom enforcement is sought. By entering into this Agreementin whose favor the Arbitral Board, or if appealed, the parties are waiving their constitutional Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any Disputes decided action in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreementany matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, and however, that this clause shall be grounds prior to the appointment of the Arbitral Board or for dismissal remedies beyond the jurisdiction of an arbitrator, at any court action commenced by with respect to this Agreementtime, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar either party may seek pendente lite relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction in Los Angeles County, California, without thereby waiving its right to prevent arbitration of the dispute or curtail controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any such breachright or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and affiliates, or threatened breachthe use, and to specific performance publication or dissemination of any covenant contained hereinadvertising in connection with such motion picture, in each case without the proof of actual damage production or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedproject. The parties agree that provisions of this remedy Section 21 shall be in addition to all other remedies set forth in supersede any inconsistent provisions of any prior agreement between the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawparties.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and the Amended Agreements (except the Amended Master Alliance Agreement only to the extent that an action completely arises solely between Nihon Ariba K.K. and Softbank Commerce Corporation and solely out of the Amended Master Alliance Agreement), collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The Parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy Parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement and the Amended Agreements 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 sixty (each, a 60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “DisputeArbitration Date”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration proceedings shall be confidential(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Neither party shall disclose any information about the evidence produced by the other party The prevailing Party in the arbitration proceedingsshall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, except expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the course of judicial, regulatory, or arbitration proceeding, or as award so rendered may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, entered in a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the party against whom enforcement is soughtcase may be. By entering into this AgreementNotwithstanding the foregoing, each Party shall have the parties are waiving their constitutional right to have any Disputes decided institute an action in a court of law or before proper jurisdiction for preliminary injunctive relief pending a jury final decision by the arbitrator(s), provided that a permanent injunction and waive damages shall only be awarded by the right arbitrator(s). For all purposes of appealthis Section 4, the Parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and instead enforceability of relying on said rights, each party is solely this Agreement and knowingly accepting the use of arbitration as a means of resolution of disputes arising out of and relating to this Agreement and any Disputes. The prevailing party in such arbitration related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be awarded its costs governed solely by this Section 4, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any uses a different dispute resolution procedure or (ii) disputes between them with respect arising out of or relating to this AgreementAgreement are, and that this clause shall or are asserted to, in any way relate to or be grounds for dismissal based on similar facts as disputes arising out of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm relating to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Standby Purchase Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy parties arising out of or in any way related relating to this AgreementStandby Purchase Agreement and all related agreements, collectively or separately (other than disputes with respect to the matters selection of the Accountant, which shall be governed by Section 4(b)) 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 sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to herein, or as the Products to be supplied by Supplier pursuant to this Agreement (each, a “DisputeArbitration Date”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All arbitration proceedings Any arbitrator so selected shall be confidential. Neither party shall disclose any information about the evidence produced by the other party have substantial experience in the arbitration proceedings, except in software industry. The arbitrator(s) shall have the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure authority to grant specific performance and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding allocate between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as a means of resolution of any Disputesthe arbitrator(s) may determine. The prevailing party in such the arbitration shall be awarded entitled to receive reimbursement of its costs and reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The parties agree that this clause has been included Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds such court for dismissal judicial acceptance of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitablean order of enforcement, injunctive or other similar relief in accordance with Paragraph 11D hereofas the case may be. Notwithstanding the foregoing, which each Party shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to institute an action in a court of proper jurisdiction for preliminary and permanent injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other equitable relief issued than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by any court this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of competent jurisdiction or relating to prevent or curtail any such breachthis Agreement are, or threatened breach, and to specific performance of any covenant contained hereinare asserted to, in each case without any way relate to or be based on similar facts as disputes arising out of or relating to the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. This Agreement shall be is made under and will he governed by and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding California (except that body of law controlling conflicts of laws (either law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of the State of California Goods. The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way claims whatsoever related to this Agreement. Failing such amicable settlement, the matters referred to hereinany controversy, claim, or the Products to be supplied by Supplier pursuant dispute arising under or relating to this Agreement (eachAgreement, a “Dispute”)including the existence, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other partyvalidity, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondenceinterpretation, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectivesperformance, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiationstermination or breach thereof, such Dispute shall finally be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association (“AAA”). These will be three (3) arbitrators (the “Arbitration Tribunal”), the first of which will be appointed by the claiment in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The language of the arbitration shall be English. The Arbitration Tribunal will not have the authority to award positive damages to either party. Each party shall bear its own expenses, but the parties agree that will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration award will be final, and all Disputes that are submitted judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in San Francisco, California, USA. Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer’s failure to arbitration pay for Services in accordance with this Agreement shall may be decided by one (1) neutral arbitrator who is brought in a retired judge state or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party federal court in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having United States with jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury subject matter and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesparties. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement and the rights of the parties hereunder shall be governed by and construed interpreted in accordance with the laws of the State of California, without giving effect New York excluding its laws relating to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. laws. In the event of any dispute dispute, controversy or controversy claim arising out of or in any way related relating to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (eachbreach, a “Dispute”)termination or validity thereof, the parties will attempt Parties shall first try in good faith to resolve through negotiation come to a settlement for such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactionsmatter. If the parties are unable in good faith to agree on an arbitratorsettle any such matter, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which matter shall be resolved exclusively by binding arbitration under the Greater Commercial Rules of the American Arbitration Association, and judgment upon the award rendered may be entered in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction jurisdiction. The award may include compensatory damages against either party but under no circumstances may the arbitrator award punitive or multiple damages against either party. Arbitration proceedings shall be conducted before one single arbitrator in New York area. Each party hereby expressly waives their right to initiate legal proceedings for other legal remedies, including, but not limited to, injunctive relief and monetary damages, in any court, except to the extent it is required to enforce the arbitration award; provided, however, that either party may seek temporary injunctive relief to preserve the status quo pending resolution of the matter or to prevent serious and irreparable injury to that party or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedothers. The parties agree that shall continue to perform all obligations under this remedy shall be in addition Agreement pending the above described dispute resolution proceedings, subject to all other remedies set forth in the Agreement or as set forth hereinfull reservation of rights at law under this Agreement. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A DISPUTE UNDER THIS SECTION ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY AND SHALL NOT BE ADMITTED IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL AND STATE COURT RULES.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement 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 sixty (each, a “Dispute”60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA procedures. All arbitration proceedings the Arbitration Rules and Procedures of JAMS, provided that any arbitrator so selected shall be confidential. Neither party shall disclose any information about the evidence produced by the other party have substantial experience in the arbitration proceedings, except in software industry. The arbitrator(s) shall have the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure authority to grant specific performance and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding allocate between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as a means of resolution of any Disputesthe arbitrator(s) may determine. The prevailing party in such the arbitration shall be awarded entitled to receive reimbursement of its costs and reasonable expenses (including reasonable attorneys’ ' fees, expert witness fees and all other expenses) incurred in connection therewith. The parties agree that this clause has been included Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds such court for dismissal judicial acceptance of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitablean order of enforcement, injunctive or other similar relief in accordance with Paragraph 11D hereofas the case may be. Notwithstanding the foregoing, which each party shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to institute an action in a court of proper jurisdiction for preliminary and permanent injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 9.1, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other equitable relief issued than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by any court this Section 9.1, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of competent jurisdiction or relating to prevent or curtail any such breachthis Agreement are, or threatened breach, and to specific performance of any covenant contained hereinare asserted to, in each case without any way relate to or be based on similar facts as disputes arising out of or relating to the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement."

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The Parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy Parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement 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 sixty (each, a “Dispute”60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration proceedings shall be confidential(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Neither party shall disclose any information about the evidence produced by the other party The prevailing Party in the arbitration proceedingsshall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, except expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the course of judicial, regulatory, or arbitration proceeding, or as award so rendered may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, entered in a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the party against whom enforcement is soughtcase may be. By entering into this AgreementNotwithstanding the foregoing, each Party shall have the parties are waiving their constitutional right to have any Disputes decided institute an action in a court of law or before proper jurisdiction for preliminary injunctive relief pending a jury final decision by the arbitrator(s), provided that a permanent injunction and waive damages shall only be awarded by the right arbitrator(s). For all purposes of appealthis Section 26.1, the Parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and instead enforceability of relying on said rights, each party is solely this Agreement and knowingly accepting the use of arbitration as a means of resolution of disputes arising out of and relating to this Agreement and any Disputes. The prevailing party in such arbitration related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be awarded its costs governed solely by this Section 26.1, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any uses a different dispute resolution procedure or (ii) disputes between them with respect arising out of or relating to this AgreementAgreement are, and that this clause shall or are asserted to, in any way relate to or be grounds for dismissal based on similar facts as disputes arising out of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm relating to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, California without giving effect to any principles choice or rules regarding conflicts conflict of laws law provision or rule (either whether of the State of California or any other jurisdiction) that would cause the application of the law laws of any other jurisdiction other than the State of California. B. (b) It is the express intention of the Parties to this Agreement to make a good faith effort to resolve, without resort to arbitration, any dispute arising under or related to this Agreement. In the event of a dispute relating to any provision of this Agreement which cannot be resolved promptly by negotiations between the Parties involved directly in the dispute, any Party to the dispute may give the other Party written notice of its intent to arbitrate, as provided in this Section 12.8. No arbitration may commence earlier than thirty (30) days after the delivery of the notice of intent to arbitrate, unless the failure to commence arbitration is reasonably likely to result in some demonstrable harm. (c) The Parties hereto agree that the appropriate and exclusive forum for any disputes among any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby, shall be settled by arbitration in Santa Clar▇ ▇▇▇nty, California, in accordance with the rules of the American Arbitration Association, and judgment upon any award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitration panel will consist of three (3) people to be mutually selected by the Parties to the dispute. In the event that the Parties to the dispute cannot agree upon the arbitrators within ten (10) days after -36- 42 the commencement of the arbitration procedures, one (1) arbitrator shall be selected by Aspec, one (1) arbitrator shall be selected by the Majority Shareholders involved in the dispute and one (1) arbitrator shall be selected by the two (2) other arbitrators so designated. The parties further agree, to the extent permitted by law, that final and non-appealable judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. The Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Courts of California and waive any objections or rights as to forum nonconvenience, lack of personal jurisdiction or similar grounds with respect to the enforcement of any such judgment. (d) In the event of any dispute or controversy arising out of or in any way related to this Agreementarbitration proceeding hereunder, the matters referred arbitrator(s) shall have the discretion to hereinaward the prevailing party reimbursement of all costs and expenses incurred in connection with said action, including reasonable attorney's fees. (e) To the extent that Aspec or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party Majority Shareholders have or hereafter may initiate negotiations acquire any immunity from jurisdiction of any Dispute by providing written notice court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Aspec and the other party, setting forth Majority Shareholders (as the subject of the Dispute. The recipient of case may be) hereby irrevocably waive such notice will respond immunity in writing within ten (10) calendar days with a statement respect of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them obligations with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, California without giving effect reference to any the choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of Californiathereof. B. In the event of (b) The parties will attempt in good faith to resolve any dispute controversy or controversy claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement promptly by negotiations between representatives and senior executives of the parties who have authority to settle the controversy. If a controversy or claim should arise, ▇▇▇▇▇ ▇. ▇▇▇▇, Vice President and Treasurer of Seller and M.D. Emmerson, Vice President and Chief Financial Officer of Buyer, or their respective successors in the positions they now hold (eachthe "Project Managers"), will meet at least once and will attempt to resolve the matter. Either Project Manager may request the other to meet within fourteen (14) days, at a “Dispute”mutually agreed time and place. If the matter has not been resolved within twenty (20) days of their first meeting, the Project Managers shall refer the matter to senior executives who do not have direct responsibility for administration of this Agreement (the "Senior Executives"). Thereupon, the Project Managers shall promptly prepare and exchange memoranda stating: (a) the issues in dispute and their respective positions, summarizing the evidence and arguments supporting their positions, and the negotiations which have taken place, and attaching relevant documents; and (b) the name and title of the Senior Executive who will represent that party. The Senior Executives shall meet for negotiations at a mutually agreed time and place within fourteen (14) days of the end of the twenty (20)- day period referred to above, and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the initial meeting of the Senior Executives, or if either party will not meet within thirty (30) days of the end of the twenty (20)-day period referred to above, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations the controversy or claim by mediation in accordance with the American Arbitration Association model procedures for mediation of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Disputebusiness/commercial disputes. If the Dispute is matter has not been resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the date commencement of such procedure, or if either party will not participate in a mediation, the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute controversy shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules Commercial Arbitration Rules of the American Arbitration Association (“AAA”)Association. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final governed by the United States Arbitration Act, 9 U.S.C. Section 1 - 16, and binding between judgment upon the parties thereto and shall award rendered by the arbitrator(s) may be enforceable entered by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputesthereof. The prevailing party in such place of arbitration shall be awarded its costs and reasonable attorneys’ feesAtlanta, Georgia. The parties agree that arbitrator(s) are not empowered to award damages in excess of actual damages, including punitive or consequential damages. All deadlines specified in this clause has been included Section 9.2(b) may be -------------- (c) Except as specifically provided to rapidly the contrary herein, the procedures specified in Section 9.2(b) shall be the sole and inexpensively resolve any exclusive procedures for the -------------- resolution of disputes between them with respect the parties arising out of or relating to this Agreement; provided, however, that 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 such action the parties will continue to participate in good faith in the procedures specified in Section 9.2(b). All -------------- applicable statutes of limitation shall be tolled while the procedures specified in Section 9.2(b) are pending, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreementthe parties will take such action, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitableif any, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.--------------

Governing Law; Dispute Resolution. A. 9.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia. 9.2 If any dispute, controversy or claim arises out of or in connection with this Agreement, including without limitation any dispute as to the State of Californiaconstruction, without giving effect to any principles validity, interpretation, enforceability or rules regarding conflicts of laws (either breach of the State terms of California this Agreement (“Dispute”), any Party may give written notice to the other Party that a Dispute exists (“Dispute Notice”). Within three (3) Business Days of receipt of the Dispute Notice, the Parties’ representatives must meet and attempt to resolve the Dispute set out in the Dispute Notice. If the Dispute cannot be resolved within five (5) Business Days from the end of the said three (3) Business Days, or any such other jurisdictiontime as agreed by the Parties, (“Expiry Date of the First Resolution Period”), the Parties must nominate, within three (3) Business Days of the Expiry Date of the First Resolution Period, or such other time as agreed by the Parties, one (1) senior management personnel from each Party who has express authority to settle the Dispute. Within five (5) Business Days of the nomination, the senior management personnel must meet and attempt to resolve the Dispute set out in the Dispute Notice. Any resolution of the Dispute must be reduced to writing and signed by both the senior management personnel and will not be binding until so reduced to writing and signed. 9.3 Should the Dispute fail to be resolved amicably through such discussions after a period of thirty (30) days, the Parties agree that would cause the Dispute shall be exclusively and finally settled by arbitration in accordance with the arbitration rules as adopted by the AIAC in force on the date hereof. The Parties however agree to exclude the application of Part III of the law of any other jurisdiction other than the State of CaliforniaArbitration ▇▇▇ ▇▇▇▇. B. 9.4 The number of arbitrator shall be one (1) to be jointly appointed by RGTSUSB and PROPOSED SHIPPER. The Parties agree that the arbitrator to be appointed will have the relevant experience and expertise in the industry. 9.5 In the event of any dispute or controversy arising out of or in any way related to this Agreement, failure by the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable Parties to agree on an the appointment of the arbitrator, AAA the appointing authority shall designate be the arbitratorDirector of the AIAC. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course seat of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final Kuala Lumpur, Malaysia and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court language of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesEnglish. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Standby Purchase Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy parties arising out of or in any way related relating to this AgreementStandby Purchase Agreement and all related agreements, collectively or separately (other than disputes with respect to the matters selection of the Accountant, which shall be governed by Section 4(b)) 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 sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to herein, or as the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”"Arbitration Date"), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All arbitration proceedings Any arbitrator so selected shall be confidential. Neither party shall disclose any information about the evidence produced by the other party have substantial experience in the arbitration proceedings, except in software industry. The arbitrator(s) shall have the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure authority to grant specific performance and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding allocate between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as a means of resolution of any Disputesthe arbitrator(s) may determine. The prevailing party in such the arbitration shall be awarded entitled to receive reimbursement of its costs and reasonable expenses (including reasonable attorneys’ ' fees, expert witness fees and all other expenses) incurred in connection therewith. The parties agree that this clause has been included Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds such court for dismissal judicial acceptance of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitablean order of enforcement, injunctive or other similar relief in accordance with Paragraph 11D hereofas the case may be. Notwithstanding the foregoing, which each Party shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to institute an action in a court of proper jurisdiction for preliminary and permanent injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 8, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other equitable relief issued than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by any court this Section 8, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of competent jurisdiction or relating to prevent or curtail any such breachthis Agreement are, or threatened breach, and to specific performance of any covenant contained hereinare asserted to, in each case without any way relate to or be based on similar facts as disputes arising out of or relating to the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. This The validity, construction and --------------------------------- enforceability of this Agreement and the Amended Agreements (except the Amended Master Alliance Agreement only to the extent that an action completely arises solely between Nihon Ariba K.K. and Softbank Commerce Corporation and solely out of the Amended Master Alliance Agreement), collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The Parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy Parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement and the Amended Agreements 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 sixty (each, a “Dispute”60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the "Arbitration Date"), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration proceedings shall be confidential(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Neither party shall disclose any information about the evidence produced by the other party The prevailing Party in the arbitration proceedingsshall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, except expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the course of judicial, regulatory, or arbitration proceeding, or as award so rendered may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, entered in a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the party against whom enforcement is soughtcase may be. By entering into this AgreementNotwithstanding the foregoing, each Party shall have the parties are waiving their constitutional right to have any Disputes decided institute an action in a court of law or before proper jurisdiction for preliminary injunctive relief pending a jury final decision by the arbitrator(s), provided that a permanent injunction and waive damages shall only be awarded by the right arbitrator(s). For all purposes of appealthis Section 4, the Parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and instead enforceability of relying on said rights, each party is solely this Agreement and knowingly accepting the use of arbitration as a means of resolution of disputes arising out of and relating to this Agreement and any Disputes. The prevailing party in such arbitration related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be awarded its costs governed solely by this Section 4, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any uses a different dispute resolution procedure or (ii) disputes between them with respect arising out of or relating to this AgreementAgreement are, and that this clause shall or are asserted to, in any way relate to or be grounds for dismissal based on similar facts as disputes arising out of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm relating to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed interpreted in accordance with the laws of the State of California without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state courts located in Los Angeles, California, without giving effect with respect to any principles dispute arising under the Transaction Documents or rules regarding conflicts of laws (either of the State of California transactions contemplated thereby. THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Any dispute, controversy, difference or any other jurisdiction) claim that would cause may arise between the application of Company and the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy Investor in connection with Agreement; and all claims arising out of or in any way related relating to the validity, construction, interpretation, enforceability, breach, performance, application or termination of this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and submitted to binding arbitration in Los Angeles, California in accordance with governed by the then current rules of the American Arbitration Association (“AAA”)Association. The parties agree that any seat of the arbitration shall be in the State and all Disputes that are submitted to arbitration County of New York. There shall be only one arbitrator selected in accordance with this Agreement the rules of the American Arbitration Association. The arbitration shall be decided by one (1) neutral arbitrator who is conducted in English and may be conducted in a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitratorvirtual setting. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration arbitrator’s decision shall be final and binding between the parties thereto and shall judgment may be enforceable by any court having jurisdiction over the party against whom enforcement is soughtentered thereon. By entering into this AgreementProvided a Party has made a sufficient showing under applicable law, the parties are waiving their constitutional right arbitrator shall have the freedom to have any Disputes decided invoke, and the Parties agree to abide by, injunctive measures that either party submits in writing for arbitration claims requiring immediate relief. Additionally, nothing in this Section shall preclude either Party from seeking equitable relief or interim or provisional relief from a court of law competent jurisdiction, including a temporary restraining order, preliminary injunction or before other equitable relief, concerning a jury dispute either prior to or during arbitration if necessary to protect the interests of such party or to preserve the status quo pending the arbitration proceeding. Each side must bear its own costs and waive legal fees during the right pendency of appealthe arbitration. A Party’s failure to pay any costs or fees required to proceed in the arbitration, and instead of relying on said rightsas they timely come due, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputesshall result in an immediate default against that Party. The prevailing party Party in such the arbitration shall be awarded entitled to recoup all its costs and reasonable attorneys’ feesfees and costs from the nonprevailing, including, without limitation, all of its costs relating to the arbitration. The parties agree that arbitrator’s final award shall include this clause has been included to rapidly assessment of costs and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesfees. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, California (without giving effect regard to any principles or rules regarding conflicts the conflict of laws (either principles thereof) as to all matters, including but not limited to matters of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of Californiavalidity, construction, effect and performance. B. In the event of any dispute (b) Any legal disagreement, dispute, controversy or controversy claim arising out of or in any way related relating to this Agreement, the matters referred to hereininterpretation hereof, the relationship contemplated hereby, or the Products to breach, termination or invalidity hereof shall be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not finally resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California conducted in accordance with the then current rules Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Arbitration under this Section shall be initiated by written demand for arbitration specifying the controversy or claim on which arbitration is sought, as well as the relief requested. It is understood and agreed by the parties that it is not the parties' intention to have the terms of this Section 8.8 apply in any manner to any disagreement, dispute, controversy or claim arising out of or relating to the Promissory Note. (c) Arbitration shall be before a panel of three arbitrators, one of whom shall be selected by each party to the dispute within 15 business days following receipt by the respondent of the demand to arbitrate. The two arbitrators appointed by the parties shall, within 15 business days of their appointment, appoint a third, presiding arbitrator, who shall not be affiliated with either of the arbitrators appointed by the parties or the parties themselves. If either party fails to appoint an arbitrator, or the two arbitrators appointed by the parties fail to appoint a presiding arbitrator within the time limits specified herein, the American Arbitration Association (“AAA”)shall appoint such arbitrator in accordance with its rules. The arbitrators shall, before accepting such appointment, agree to render their decision to the parties in writing together with the underlying reasoning, including separate statements of findings of facts and conclusions of law, no later than 60 days after completion of hearings, but in no event later than 180 days from the date of appointment of the last of the arbitrators to be appointed. The parties agree to use all commercially reasonable efforts to assure that any and all Disputes that are submitted to the arbitration in accordance with this Agreement procedure set forth herein, once commenced, shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitratorcompleted as expeditiously as possible. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice decision of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration arbitrators shall be final and binding between upon the parties thereto and shall judgment upon the award rendered may be enforceable by entered in any court having jurisdiction over thereof. (d) This arbitration agreement is intended to be self-executing. The expenses of arbitration shall be borne by the party against whom enforcement the decision is sought. By entering into this Agreementrendered, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief apportioned in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in decision of the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, arbitrators in the event of such breach, or threatened breach, the breaching a compromise decision. All notices from one party agrees that to the other party will have available the right relating to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy arbitration hereunder shall be in addition to all other remedies set forth writing and shall be effective if given in accordance with the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawprovisions of Section 8.

Governing Law; Dispute Resolution. A. (a) If there arises, at any time during the Term, a dispute between the Parties relating to any aspect of this Agreement or a Party’s performance hereunder, and such dispute is not resolved by informal discussion of the Parties within 15 business days after each Party is notified of such dispute, the dispute shall be immediately referred to the CEO of diaDexus and General Manager of Int’l Sales and Business Development Department of Denka Seiken. Upon such referral, these two individuals shall immediately undertake good faith discussions, and shall be empowered to reach a prompt, final resolution of the issue that shall be binding upon both Parties. If these two individuals do not resolve the dispute within 30 days after such referral, the matter will be resolved pursuant to the procedures described in Sections 10.5(b)–(e). (b) The Parties agree that any discussion pursuant to Section 10.5(a) will constitute settlement negotiations for purposes of the United States, federal and state rules of evidence and will be treated as non-discoverable, confidential and privileged communication by the Parties. No stenographic, visual or audio record will be made of such discussions. (c) In the event that any dispute with respect to the terms, conditions, construction or breach of this Agreement shall arise among the Parties, and such dispute shall not be resolved by the procedures described in Section 10.5(a), then, in that event, either Party may notify the other Party that such dispute shall be submitted to arbitration by a panel of three arbitrators in San Francisco County, California, or such at other place as the Parties may mutually agree. The jurisdiction of the arbitrators shall be exclusive, except as shall be expressly provided otherwise in this Agreement. Both Parties consent to the jurisdiction and venue of the arbitration panel in San Francisco County, California. The arbitrators shall conduct their proceedings in English in accordance with the Commercial Arbitration Rules of the American Arbitration Association, or such other rules with respect to fees, procedural and other matters as the Parties or the arbitrators shall agree. (d) Within 30 days after a notice for arbitration given by either Party in accordance with in Section 10.5(c), each Party shall give written notice to the other Party of their choice of an independent arbitrator. Such person need not be an attorney. Within 30 days thereafter, the two arbitrators so chosen shall determine a third arbitrator who shall act as chairman of the arbitration panel. The arbitrators shall be qualified, neutral, disinterested, unbiased and independent of the Parties and others having any known interest in the outcome, shall abide by the American Bar Association and AAA Code of Ethics for neutral arbitrators. The arbitrators shall render a decision within 60 days of appointment. Any award rendered by the arbitrators shall be final, conclusive and binding on the Parties and there shall be no right of appeal therefrom. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof, and both Parties consent to the non-exclusive jurisdiction of the United States District Court for the Northern District of California for the purpose of enforcing any award of the arbitrators. All costs of the proceeding, including attorney’s fees, shall be paid by the non-prevailing Party, or as otherwise agreed to by the Parties. (e) This Agreement shall will be governed by and construed interpreted in accordance with the laws of the State of California, without giving effect applicable to any principles or rules regarding conflicts of laws (either of contracts entered into and to be performed wholly within the State of California or any other jurisdiction) California, excluding conflict of laws principles that would cause result in the application of the law laws of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This You agree that this Agreement shall be governed by construed and construed in accordance with enforced pursuant to the internal laws of the State of California, without giving effect regard to any principles or rules regarding conflicts of laws law principles. If a dispute or claim shall arise with respect to (either i) any of the State terms or provisions of California this Agreement, or any other jurisdiction) that would cause the application of the law performance of any other jurisdiction other than the State of California. B. In the event of any dispute party hereunder, or controversy arising out of or in any way related (ii) matters relating to this Agreement, then the matters referred to hereinaggrieved party may, or by notice as herein provided and given no later than the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject expiration of the Dispute. The recipient statute of limitation that California state law prescribes for such notice will respond in writing within ten (10) calendar days with a statement of its position on claim, require that the dispute be submitted under the Judicial Arbitration and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondenceMediation Services, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association Inc. (“AAAJAMS”). The parties agree that any and all Disputes that are submitted to arbitration JAMS Employment Arbitration Rules & Procedures in accordance with this Agreement shall be decided by one (1) neutral arbitrator who effect at the time of the claim or dispute is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If arbitrated will govern the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling procedure for the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about between the evidence produced by the other party in the arbitration proceedingsparties, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as expressly set forth herein. The written decision of the arbitrator shall be binding and conclusive on the parties. Judgment may be entered in any court having jurisdiction and the parties further agrees that they consent to the jurisdiction of the Superior Court of Los Angeles County, California for this purpose. Any arbitration undertaken pursuant to the terms of this Agreement shall occur in Los Angeles County, California unless the parties mutually agree in writing to some other venue. The Company will not assert as pay the arbitrator’s fees and costs and the JAMS administrative fees and costs, except for your filing fee. Each party will pay for its own costs and attorneys’ fees, if any, but if any party prevails on a claim or defense in which affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. The Arbitrator will resolve any disputes regarding costs/fees associated with arbitration. This arbitration obligation shall not apply to any action by the Company or proceeding to enforce any provision hereof that the its affiliates for injunctive or other party has or had an adequate remedy at lawequitable relief.

Governing Law; Dispute Resolution. A. 9.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia. 9.2 If any dispute, controversy or claim arises out of or in connection with this Agreement, including without limitation any dispute as to the State of Californiaconstruction, without giving effect to any principles validity, interpretation, enforceability or rules regarding conflicts of laws (either breach of the State terms of California this Agreement (“Dispute”), any Party may give written notice to the other Party that a Dispute exists (“Dispute Notice”). Within three (3) Business Days of receipt of the Dispute Notice, the Parties’ representatives must meet and attempt to resolve the Dispute set out in the Dispute Notice. If the Dispute cannot be resolved within five (5) Business Days from the end of the said three (3) Business Days, or any such other jurisdictiontime as agreed by the Parties, (“Expiry Date of the First Resolution Period”), the Parties must nominate, within three (3) Business Days of the Expiry Date of the First Resolution Period, or such other time as agreed by the Parties, one (1) senior management personnel from each Party who has express authority to settle the Dispute. Within five (5) Business Days of the nomination, the senior management personnel must meet and attempt to resolve the Dispute set out in the Dispute Notice. Any resolution of the Dispute must be reduced to writing and signed by both the senior management personnel and will not be binding until so reduced to writing and signed. 9.3 Should the Dispute fail to be resolved amicably through such discussions after a period of thirty (30) days, the Parties agree that would cause the Dispute shall be exclusively and finally settled by arbitration in accordance with the arbitration rules as adopted by the AIAC in force on the date hereof. The Parties however agree to exclude the application of Part III of the law of any other jurisdiction other than the State of CaliforniaArbitration ▇▇▇ ▇▇▇▇. B. 9.4 The number of arbitrators shall be one (1) to be jointly appointed by PGB and PROPOSED BIDDER. The Parties agree that the arbitrator to be appointed will have the relevant experience and expertise in the industry. 9.5 In the event of any dispute or controversy arising out of or in any way related to this Agreement, failure by the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable Parties to agree on an the appointment of the arbitrator, AAA the appointing authority shall designate be the arbitratorDirector of the AIAC. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course seat of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final Kuala Lumpur, Malaysia and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court language of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesEnglish. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by construed and construed interpreted in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either . None of the State of California parties shall institute an arbitration or any other jurisdictioncourt proceeding to resolve a dispute between the parties except as expressly herein provided. If there is a dispute either party may demand direct negotiation. If such dispute is not resolved within fifteen (15) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, Business Days after a “Dispute”)demand for direct negotiation, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to shall attempt to resolve the Dispute. C. dispute through mediation conducted in San Luis Obispo, California. If the Dispute is parties do not resolved by these negotiationspromptly agree on a mediator, such Dispute then any of the parties may notify the American Arbitration Association, to initiate selection of a mediator from the commercial dispute resolution panel. The fees and expenses of the mediator shall be settled exclusively paid equally by final the parties. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect and binding arbitration in Los Angeleseither party may then seek relief through arbitration, California in accordance with which shall be binding, before a single arbitrator pursuant to the then current rules Commercial Arbitration Rules of the American Arbitration Association (“AAA”the "Association"). The parties agree that any and all Disputes that are submitted to place of arbitration in accordance with this Agreement shall be decided San Luis Obispo, California. Arbitration may be commenced at any time after receipt of written mediator's statement, by one (1) neutral any party seeking arbitration by written notice to the other party by first class mail, postage prepaid. The arbitrator who is a retired judge or attorney licensed to practice law in California with at least shall be selected by the joint agreement of the parties, but if they do not so agree within fifteen (15) years Business Days after the date of experience in complex commercial transactions. If the parties are unable notice referred to agree on an arbitratorabove, AAA the selection shall designate be made pursuant to the arbitratorrules from the panels of arbitrators maintained by such Association. The parties will cooperate with AAA and with arbitrator shall render his decision within one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course hundred eight (180) days of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureappointment. Any award issued as a result of such arbitration rendered by the arbitrator shall be final final, conclusive and binding between upon the parties thereto hereto and there shall be enforceable no right of appeal therefrom. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputesthereof. The prevailing unsuccessful party in such arbitration shall be awarded its pay all costs and reasonable expenses of arbitration, including attorneys’ fees' fees and expenses of the arbitrator. The parties agree that this clause has been included arbitrator shall not be permitted to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond punitive or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in type damages under any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawcircumstances.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The Parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy Parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement 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 sixty (each, a 60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “DisputeArbitration Date”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the Parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA proceduresthe Arbitration Rules and Procedures of JAMS. All Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration proceedings shall be confidential(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Neither party shall disclose any information about the evidence produced by the other party The prevailing Party in the arbitration proceedingsshall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, except expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the course of judicial, regulatory, or arbitration proceeding, or as award so rendered may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, entered in a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the party against whom enforcement is soughtcase may be. By entering into this AgreementNotwithstanding the foregoing, each Party shall have the parties are waiving their constitutional right to have any Disputes decided institute an action in a court of law or before proper jurisdiction for preliminary injunctive relief pending a jury final decision by the arbitrator(s), provided that a permanent injunction and waive damages shall only be awarded by the right arbitrator(s). For all purposes of appealthis Section 26.1, the Parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and instead enforceability of relying on said rights, each party is solely this Agreement and knowingly accepting the use of arbitration as a means of resolution of disputes arising out of and relating to this Agreement and any Disputes. The prevailing party in such arbitration related agreements (other than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be awarded its costs governed solely by this Section 26.1, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any uses a different dispute resolution procedure or (ii) disputes between them with respect arising out of or relating to this AgreementAgreement are, and that this clause shall or are asserted to, in any way relate to or be grounds for dismissal based on similar facts as disputes arising out of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm relating to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by construed, governed, interpreted and construed applied in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any the conflict of law principles of such State. Any controversy or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement or the validity, inducement, or breach thereof (each, each such controversy or claim is hereinafter referred to as a “"Dispute”"), shall be settled as follows: (a) Officers at or above the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives Vice President level of each party with full settlement authority will meet at a mutually agreeable time and place within thirty shall attempt to resolve any Dispute prior to commencing the procedures set forth in below. (30b) If after 14 calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt officers are unable to resolve the Dispute. C. If , the Chief Executive Officer and/or the highest ranking officer of each party shall submit to non-binding mediation which shall take place for a period of one day in San Carlos, CA before a mediator that is knowledgeable about the subject matter of the Dispute and that is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with mutually acceptable to the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactionsparties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen by an arbitratorarbitrator selected pursuant to the rules of the American Arbitration Association (AAA) who will then select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 30 days after initiation. Under no circumstances shall the commencement of arbitration under paragraph (c) below be delayed more than 30 days from the initial notice of a Dispute by the mediation process specified in this paragraph (b). Each party has the right to pursue any provisional relief from the appropriate court, such as attachment, preliminary injunction, replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the mediation or arbitration, even though mediation or arbitration has not been commenced or completed. Disputes with respect to a party's obligations or rights under Section 10 or Section 11 shall not be subject to this Section 14. (c) If during such one-day mediation the parties are unable to resolve the Dispute, the Dispute shall be settled by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the AAA then pertaining, except where those rules conflict with this Section 14.11, in which case this Section 14.11 controls. The parties hereby consent to the jurisdiction of the Federal District Court in San Francisco, CA and the state courts of California for the enforcement of these provisions and the entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall designate enforce this clause and enter judgment on any award. The arbitrator shall be an attorney specializing in business litigation who has at least 15 years of experience with a law firm or corporation of over 25 lawyers or was a judge of a court of general jurisdiction. The arbitration shall be held in San Carlos, CA and the arbitrator shall apply the substantive law of Delaware, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Within 30 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than three (3) months from selection of the arbitrator. The Failing such agreement, the AAA will design and the parties will cooperate follow such procedures. Consistent with AAA and with one another the limitations on liability provided in selecting Section 6.3, the parties agree neither to request or seek to enforce any punitive, exemplary or consequential damages from the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA proceduresarbitrator shall not be empowered to grant any such damages. All arbitration proceedings The arbitrator shall issue written findings of fact and conclusions of law. (d) The arbitrator shall be confidential. Neither party shall disclose any information about the evidence produced bound by the other party express terms of this Agreement and may not amend or modify such terms in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosurematter. Any award issued as a result of such arbitration rendered by the arbitrator shall be final and binding between on the parties thereto and shall be enforceable by any court having jurisdiction over consistent with the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court terms of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause such terms shall control the rights and obligations of the parties. The proceedings shall be grounds for dismissal confidential and the arbitrators shall issue appropriate protective orders to safeguard both parties' confidential information. The fees of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which the arbitrator shall be resolved exclusively split equally between the parties, unless the arbitrator determines that either party's positions in the state dispute were frivolous or federal courts sitting based in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party andbad faith, in which case such party shall pay the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawentire arbitrator's fee.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed interpreted in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of California and the laws (either of the State of California United States. All actions or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute proceedings arising in connection with, touching upon or controversy arising out of or in any way related relating to this Agreement, the matters referred to herein, or breach thereof and/or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject scope of the Dispute. The recipient provisions of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute Section 20 shall be settled exclusively by submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Los AngelesAngeles County, California California, before a single arbitrator who shall be a retired judge, in accordance with the then current rules California Code of Civil Procedure 1280 et seq. The arbitrator shall be selected by mutual agreement of the American Arbitration Association (“AAA”)parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JSMS. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral a proceeding, closed to the general public. The arbitrator who is shall issue a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If written opinion stating the parties are unable to agree on an arbitrator, AAA shall designate essential findings and conclusions upon which the arbitrator’s award is based. The parties will cooperate with AAA arbitrator shall have the power to enter temporary restraining orders and with one another in selecting the arbitrator preliminary and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidentialpermanent injunctions. Neither party shall disclose be entitled or permitted to commence or maintain any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided action in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreementany matter in dispute until such matter shall have been submitted to arbitration as ▇▇▇▇▇ provided and then only for the enforcement of the arbitrator’s award; provided, and however, that this clause shall be grounds prior to the appointment of the arbitrator or for dismissal remedies beyond the jurisdiction of an arbitrator, at any court action commenced by with respect to this Agreementtime, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar either party may seek pendent lite relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction in Los Angeles County, California or, if sought by Exhibitor, such other court that may have jurisdiction over NATPE, without thereby waiving its right to prevent arbitration of the dispute or curtail controversy under this section. Notwishstanding anything to the contrary herein, NATPE hereby irrevocably waives any such breachright or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise Impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Exhibitor, its parents, subsidiaries and affiliates, or threatened breachthe use, and to specific performance publication or dissemination of any covenant contained hereinadvertising in connection with such motion picture, in each case without the proof of actual damage production or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawproject.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, without giving effect . The parties shall attempt to any principles or rules regarding conflicts of laws (either of resolve all disputes between the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement 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 sixty (each, a 60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “DisputeArbitration Date”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesSan Francisco, California California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then current rules in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least arbitrators within fifteen (15) years of experience in complex commercial transactions. If days following the parties are unable to agree Arbitration Date, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA procedures. All arbitration proceedings the Arbitration Rules and Procedures of JAMS, provided that any arbitrator so selected shall be confidential. Neither party shall disclose any information about the evidence produced by the other party have substantial experience in the arbitration proceedings, except in software industry. The arbitrator(s) shall have the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure authority to grant specific performance and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding allocate between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as a means of resolution of any Disputesthe arbitrator(s) may determine. The prevailing party in such the arbitration shall be awarded entitled to receive reimbursement of its costs and reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The parties agree that this clause has been included Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds such court for dismissal judicial acceptance of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitablean order of enforcement, injunctive or other similar relief in accordance with Paragraph 11D hereofas the case may be. Notwithstanding the foregoing, which each party shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to institute an action in a court of proper jurisdiction for preliminary and permanent injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 9.1, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any related agreements (other equitable relief issued than an action solely between Nihon Ariba K.K. and Softbank Commerce Corporation relating solely to the Amended Master Alliance Agreement), collectively or separately, shall be governed solely by any court this Section 9.1, notwithstanding that (i) the Amended Master Alliance Agreement is governed by Japanese law and uses a different dispute resolution procedure or (ii) disputes arising out of competent jurisdiction or relating to prevent or curtail any such breachthis Agreement are, or threatened breach, and to specific performance of any covenant contained hereinare asserted to, in each case without any way relate to or be based on similar facts as disputes arising out of or relating to the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmended Master Alliance Agreement.”

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, Oregon without giving effect reference to any the choice of law principles or rules regarding conflicts thereof. Deeds for the Timberlands will be issued in accordance with and governed by the laws of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of (b) The parties will attempt in good faith to resolve any dispute controversy or controversy claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement promptly by negotiations between representatives and senior executives of the parties who have authority to settle the controversy. If a controversy or claim should arise, ▇▇▇▇ ▇. ▇▇▇▇▇ of Sellers and ▇▇▇▇▇ ▇▇▇▇▇▇ of Buyer, or their respective successors in the positions they now hold (eachthe "Managers"), will meet at least once and will attempt to resolve the matter. Either Manager may request the other to meet within fourteen (14) days, at a “Dispute”mutually agreed time and place. If the matter has not been resolved within twenty (20) days of their first meeting, the Managers shall refer the matter to senior executives, who do not have direct responsibility for administration of this Agreement (the "Senior Executives"). Thereupon, the Managers shall promptly prepare and exchange memoranda stating: (i) the issues in dispute and their respective positions, summarizing the evidence and arguments supporting their positions, and the negotiations which have taken place, and attaching relevant documents; and (ii) the name and title of the Senior Executive who will represent that party. The Senior Executives shall meet for negotiations at a mutually agreed time and place within fourteen (14) days of the end of the twenty-day (20) period referred to above, and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days of the meeting of the Senior Executives, or if either party will not meet within thirty (30) days of the end of the twentyday (20) period referred to above, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations the controversy or claim by mediation in accordance with the American Arbitration Association model procedures for mediation of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Disputebusiness/commercial disputes. If the Dispute is matter has not been resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the date commencement of such procedure, or if either party will not participate in a mediation, the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute controversy shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules Commercial Arbitration Rules of the American Arbitration Association (“AAA”)Association. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final governed by the United States Arbitration Act, 9 U.S.C. ss. 1016, and binding between judgment upon the parties thereto and shall award rendered by the arbitrator(s) may be enforceable entered by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputesthereof. The prevailing party in such place of arbitration shall be awarded its costs and reasonable attorneys’ feesAtlanta, Georgia. The parties agree that arbitrator(s) are not empowered to award damages in excess of actual damages, including punitive damages. All deadlines specified in this clause has been included Section 9.2(b) may be extended by mutual agreement. -------------- Except as specifically provided to rapidly the contrary herein, the procedures specified in this Section 9.2(b) shall be the sole and inexpensively resolve any exclusive procedures for the -------------- resolution of disputes between them with respect the parties arising out of or relating to this Agreement; provided, however, that 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 such action the parties will continue to participate in good faith in the procedures specified in this Section 9.2(b). All applicable statutes of limitation shall be tolled while the -------------- procedures specified in this Section 9.2(b) are pending, and that this clause shall be grounds for dismissal of any court action commenced by with respect the parties will -------------- take such action, if any, required to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeleseffectuate such tolling. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall will be governed by construed and construed enforced in accordance with the laws of the State of CaliforniaCalifornia without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, without giving effect to any principles touching upon or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related relating to this Agreement, the matters referred to herein, or breach thereof and/or the Products to be supplied by Supplier pursuant to scope of the provisions of this Agreement Section 10.4 (each, a “DisputeProceeding”), the parties ) will attempt in good faith be submitted to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten JAMS (10“JAMS”) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over US$250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is US$250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California California, U.S.A., in the English language in accordance with the then current rules provisions below. Each arbitration will be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral a single arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactionswill be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitratorarbitrator will be appointed by JAMS. The arbitrator will be a retired judge with at least ten (10) years experience in commercial matters. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings be entitled to conduct discovery in accordance with applicable AAA proceduresSection 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery will be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. All arbitration There will be a record of the proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in at the arbitration proceedings, except in hearing and the course Arbitral Board will issue a Statement of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authorityDecision setting forth the factual and legal basis for the Arbitral Board’s decision. Before making any disclosure permitted by the preceding sentence, a If neither party shall give the other party reasonable advance gives written notice requesting an appeal within ten (10) business days after the issuance of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result Statement of such arbitration shall Decision, the Arbitral Board’s decision will be final and binding between as to all matters of substance and procedure, and may be enforced by a petition to the parties thereto and shall be enforceable by any Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board will be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom will have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party will file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party will file its brief within thirty (30) days thereafter. The Appellate Arbitrators will thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators will in all cases issue a final award and will not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators will be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board will pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and including the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal will be borne as determined by the Appellate Arbitrators. Subject to a party’s right to appeal pursuant to the above, neither party will challenge or resist any enforcement action taken by the party against whom enforcement is sought. By entering into this Agreementin whose favor the Arbitral Board, or if appealed, the parties are waiving their constitutional Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board will have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party will be entitled or permitted to commence or maintain any Disputes decided action in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreementany matter in dispute until such matter will have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, and that this clause shall be grounds prior to the appointment of the Arbitral Board or for dismissal remedies beyond the jurisdiction of an arbitrator, at any court action commenced by with respect to this Agreementtime, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar either party may seek pendente lite relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Contractor, without thereby waiving its right to prevent arbitration of the dispute or curtail any such breachcontroversy under this Section 10.4. All arbitration proceedings (including proceedings before the Appellate Arbitrators) will be closed to the public and confidential and all records relating thereto will be permanently sealed, or threatened breach, and except as necessary to specific performance obtain court confirmation of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawarbitration award.