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and the parties will equally share the mediator’s fees and expenses. The mediation proceedings
and negotiations will be confidential, will not exceed three consecutive business days, and will be
treated as compromise and settlement negotiations for purposes of the applicable rules of
evidence. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of
Distinguished Neutrals.
c. Arbitration. Any Claim arising out of or relating to this Agreement that cannot be resolved by the
parties or mediation will be settled by final and binding arbitration in accordance with the CPR
Rules for Non-Administered Arbitration. Unless otherwise agreed, the arbitration panel will
consist of three (3) arbitrators selected by the parties from a list of candidates provided by CPR,
and each arbitrator will be an attorney experienced in information technology consulting disputes.
The arbitrators will have exclusive authority to resolve any and all disputes relating to procedural
and substantive questions of arbitrability, including but not limited to, choice of venue and choice
of law issues, and the formation, interpretation, applicability, scope, and enforceability of this
agreement to arbitrate. The arbitration proceeding will occur in a mutually agreeable
metropolitan area, each party will bear its own arbitration costs, and the parties will equally share
the arbitrators’ fees, and the arbitration and all related proceedings and discovery will take place
pursuant to a protective order entered by the arbitrators that adequately protects the confidential
nature of the parties’ proprietary and confidential information. No arbitration award may provide
a remedy beyond those permitted under this Agreement, and any award providing a remedy not
permitted under this Agreement will not be valid and will be vacated. No Claim may be brought
as a class action, combined or consolidated with any other proceeding, nor may any proceeding
be pursued in a representative capacity or on behalf of a class. Neither party may act as a class
representative or participate as a member of a class of claimants with respect to any Claim. The
arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§116, and judgment upon
the award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction.
d. Interim Relief. Either party may, without waiving any remedy under this Agreement, seek
interim or provisional equitable relief from any court of competent jurisdiction to protect its
Confidential Information, non-solicitation, and property rights, regardless of the mediation and
arbitration requirements.
17. Non-Solicitation.
During the term of this Agreement and for one (1) year after termination, neither party will employ or
solicit for hire as an employee, consultant or otherwise any of the other party's professional personnel
who have had direct involvement with the co-marketing activities under this Agreement, without the
other party's express written consent, provided, however, that neither party will be precluded from
hiring any employee of the other party who responds to any public notice or advertisement of an
employment opportunity or who terminated his/her employment with the other party at least six
months previously, provided that the hiring party did not solicit the termination. A party shall not be
in breach of this “Non-Solicitation” Section if those responsible for the solicitation, hiring or
retention of the other party's personnel were not aware of these restrictions; however, personnel of
either party working on any SOW under this Agreement shall be presumed to know of the restriction.
18. Notices.
All notices and other communications shall be in writing and shall be effective upon personal
delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or
one (1) business day after being sent by nationally recognized overnight courier. Notices shall be
addressed as follows:
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