10-24-11 Regular Meeting of La Porte City Council

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OF HART AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION. 11. DISPUTE RESOLUTION 11.1 Disputes and Demands The parties will attempt to resolve any claim or controversy* related to or arising out of this Agreement, whether in contract or in tort ( "Dispute "), on a confidential basis according to the following process, which either party* may start by delivering to the other party* a written notice describing the dispute and the amount involved ( "Demand "). 11.2 Negotiation and Mediation After receipt of a Demand, authorized representatives of the parties will meet at a mutually* agreed -upon time and place to h y to resolve the Dispute by negotiation. If the Dispute remains unresolved after this meeting, either party* may start mandator* nonbinding mediation under the commercial mediation rules of the American Arbitration Association ( "AAA ") or such other mediation process as is mutually* acceptable to the parties. 11.3 Injunctive Relief Notwithstanding the other provisions of this Section 11, if either party* seeks injunctive relief, such relief may be sought in a court of competent jurisdiction without complying with the negotiation and mediation provisions of this Section 11. 11.4 Time Limit Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued. 12. GENERAL PROVISIONS 12.1 Entire Agreement This Agreement and the attachments, schedules, and exhibits hereto are the entire agreement and supersede all prior negotiations and oral agreements. Hart has made no representations or warranties with respect to this Agreement or the HVS and its components that are not included herein. Client acknowledges and agrees that Hart has no responsibility* or liability* under the HVS Master Agreement except to the extent, if any*, that Hart is a party* to the HVS Master Agreement. This Agreement may not be amended or waived except in writing signed by an officer of the party* to be bound thereby. 12.2 Preprinted Forms The use of preprinted forms, such as purchase orders or acknowledgments, in connection with this Agreement is for convenience only and all preprinted terms and conditions stated thereon are void and of no effect. If any* conflict exists between this Agreement and any* terms and conditions on a purchase order, acknowledgment, or other preprinted form, the terms and conditions of this Agreement will govern and the conflicting terms and conditions in the preprinted form will be void and of no effect. The terms and conditions of this Agreement, including, but not limited to, this Section 12.2, cannot be amended, modified, or altered by any conflicting preprinted terms or conditions in a preprinted form. 12.3 Interpretation This Agreement will be construed according to its fair meaning and not for or against either party*. Headings are for reference purposes only and are not to be used in construing the Agreement. All words and phrases in this Agreement are to be construed to include the singular or plural number and the masculine, feminine, or neuter gender as the context requires. 12.4 GOVERNING LAW THIS AGREEMENT WILL BE GOVERNED BY THE LAWS Page 13 of 21 HVS License Agreement — Rev. 09 -2011