All Disputes will be settled by private arbitration, using the Commercial Rules of the American Arbitration Association (“AAA”) in effect on the date of the Notice of Dispute, except that the terms of this Section will control in the event of any difference or conflict between such Rules and the terms of this Section. Arbitrations do not need to be conducted through AAA.
The Parties will attempt to select a single arbitrator. To be eligible to arbitration a Dispute, the arbitrator must have at least fifteen (15) years’ experience in general corporate matters and business litigation. If the Parties cannot agree on a mutually acceptable single arbitrator within ten (10) business days of service of the Demand for Arbitration, each party will select one qualified arbitrator, and such arbitrators will together select a third arbitrator within ten (10) business days.
The arbitration hearing will take place in Maricopa County, Arizona. The amount and timing of discovery permitted is at the arbitrator’s discretion, using the Commercial Rules of the AAA. The parties agree to use all reasonable efforts to complete the arbitration hearing within six (6) months and to conduct the hearing to conclusion on consecutive business days.
The arbitrator(s) will render a decision on the merits, applying the laws of the State of Arizona, within fifteen (15) business days of the close of the arbitration hearing. The award will set forth findings of fact and conclusions of law in reasonably specific detail and will be final and not subject to appeal. A judgment based on the award may be entered in any court of competent jurisdiction. The arbitrator(s) have no authority to award punitive, exemplary, indirect or special damages, except in connection with a statutory claim that explicitly provides for that relief. The decision of the arbitrator(s) on the points in Dispute will be binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties acknowledge that because this Agreement affects interstate commerce the Federal Arbitration Act applies.
If any court determines that this arbitration procedure is not binding or otherwise allows litigation involving a Dispute to proceed, the parties hereby waive any and all right to trial by jury in, or with respect to, the litigation. The litigation would instead proceed with the judge as the finder of fact. If a party wishes to terminate this Agreement based on an assertion of uncured material breach, and the other party disputes whether grounds for the termination exist, the matter will be resolved through arbitration under this Section 23. While the arbitration remains pending, the termination for breach will not take effect. This Section 23 will survive any termination of this Agreement.
