Legal Dispute Resolution Procedure

LEGAL DISPUTE RESOLUTION PROCEDURE

This Legal Dispute Resolution Procedure (the Procedure) is entered into as of by and between:

Party A: ; Entity type: Individual Corporation LLC Partnership Other

Party B: ; Entity type: Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, the parties have entered into one or more agreements or expect to enter into transactions that may give rise to disputes concerning interpretation, performance, or enforcement (collectively, the Agreements); and

WHEREAS, the parties desire to establish a binding, orderly, and confidential procedure for the resolution of disputes arising out of or relating to the Agreements, including escalation, negotiation, mediation, and arbitration, and to allocate the costs and procedures associated therewith; and

WHEREAS, the parties intend that this Procedure govern the process for resolving any dispute between them unless the parties expressly agree otherwise in writing.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Dispute" means any claim, controversy or disagreement between the parties arising out of, relating to, or in connection with the Agreements, their breach, termination, enforcement, or validity. 1.2 "Notice" means the written communication required under Section 3.

2. SCOPE

2.1 This Procedure applies to all Disputes between the parties, irrespective of the legal theory asserted, unless the parties have executed a specific written agreement that provides an alternative dispute resolution process for a particular Dispute. 2.2 Any procedural time limits set forth in this Procedure are intended to be mandatory and strictly enforced unless otherwise agreed in writing.

3. NOTICE AND ESCALATION

3.1 A party initiating a Dispute shall deliver written Notice to the other party describing the nature of the Dispute, the relief sought, and a good faith estimate of claimed damages. Notices shall be delivered to the designated representatives set forth below or to the addresses stated in this Procedure.

3.2 The recipient of Notice will have days to respond and to propose an escalation meeting between senior representatives to attempt resolution in good faith.

4. NEGOTIATION

4.1 For a period of days following delivery of the Notice response, the parties shall engage in good faith negotiation led by their designated representatives with a view to resolving the Dispute without formal proceedings.

5. MEDIATION

5.1 If negotiation does not resolve the Dispute within the negotiation period, the parties shall submit the Dispute to non-binding mediation before a mutually agreed mediator. The parties shall attempt to agree on a mediator within days; failing agreement, either party may request appointment of a mediator in accordance with the mediation rules selected by the parties.

5.2 The mediation shall be conducted in and shall be completed within days of the mediator's appointment, unless extended by written agreement of the parties.

6. BINDING ARBITRATION

6.1 If the Dispute is not resolved by mediation within the period set forth above, the Dispute shall be finally resolved by binding arbitration administered under the arbitration rules selected herein.

6.2 Seat of arbitration: . Number of arbitrators: . Language of arbitration: .

6.3 The arbitrator(s) shall have the authority to award any remedy available at law or in equity and to grant interim or provisional relief, including injunctive relief, as necessary to protect a party's rights pending the outcome of the arbitration.

7. INTERIM INJUNCTIVE RELIEF

7.1 Notwithstanding the foregoing, either party may seek interim injunctive or other equitable relief from a court of competent jurisdiction where such relief is necessary to prevent irreparable harm; the availability of such relief shall not constitute a waiver of the parties' agreement to arbitrate subsequent merits of the Dispute.

8. COSTS AND FEES

8.1 Unless otherwise ordered by the arbitrator(s), each party shall bear its own attorneys' fees and costs. The parties may elect allocation alternatives below:

9. CONFIDENTIALITY

9.1 All mediation and arbitration proceedings, including settlement negotiations, testimony, documents, and awards, shall be confidential and may not be disclosed to third parties except as necessary to enforce an award or as required by applicable law. Evidence otherwise privileged shall remain privileged.

10. ENFORCEMENT

10.1 Any award rendered by the arbitrator(s) may be entered as a judgment in any court having jurisdiction. The parties shall take all actions reasonably necessary to effectuate the enforcement of any award.

11. NOTICES

11.1 All Notices required under this Procedure shall be in writing and delivered to the addresses set forth in this Procedure or to the designated representatives' contact information below. Notices shall be effective upon personal delivery, confirmed facsimile transmission, or three business days after deposit with a nationally recognized overnight courier.

12. ADDITIONAL PROVISIONS

12.1 Governing Law: This Procedure shall be governed by and construed in accordance with the substantive laws of , without regard to conflict of law principles.

12.2 Entire Agreement: This Procedure constitutes the entire agreement between the parties with respect to dispute resolution and supersedes all prior agreements and understandings, whether written or oral, concerning dispute resolution.

12.3 Severability: If any provision of this Procedure is held to be invalid or unenforceable, the remainder of this Procedure shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

12.4 Amendments and Waivers: This Procedure may be amended or modified only by a writing signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12.5 Counterparts: This Procedure may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile copies shall be binding.

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