04-B-2 PEDC Mtg Min 7-25-07 - Laserfiche WebLink

Home Browse Search

d. Entire Agreement. This agreement sets forth the parties' final and entire agreement with respect to the subject matter hereof and supersedes any and all prior understandings and agreements. e. Further Assurances. At any time or from time to time after the date hereof, the parties shall execute and deliver to each other party such other instruments of transfer, conveyance, assignment and termination necessary to carry out the purposes of this agreement. f. Severability. If any provision or portion thereof of this agreement is held to be illegal, invalid or unenforceable under any present or future law in any jurisdiction, (i) such provision or portion thereof will be fully severable in such jurisdiction, (ii) this agreement will be construed and enforced as if such illegal, invalid or unenforceable provision or portion thereof had never comprised a part hereof, (iii) the remaining provisions of this agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or portion thereof or by its severance herefrom and (iv) in lieu of such illegal, invalid or unenforceable provision or portion thereof, there will be added automatically as a part of this agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible to the maximum extent allowable by law. g. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas (without regard to principles of conflicts of laws) applicable to contracts made and to be performed within such State. h. Binding Arbitration. The laws of the State of Texas other than its laws regarding conflict of law principles will by applied in the interpretation and construction of the Agreement. The parties will, to the greatest extent possible, endeavor to resolve any disputes relating to the Agreement through amicable negotiations with escalation to the top executives of each party. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including the existence, validity, interpretation, performance, termination or breach of this Agreement, will finally be settled by binding arbitration before a single arbitrator (the "Arbitration Tribunal") which will be jointly appointed by the parties. The Arbitration Tribunal will self-administer the arbitration proceedings utilizing the Commercial Rules of the American Arbitration Association ("AM"); however, the AM will not be involved in administration of the arbitration. The arbitrator must be a retired judge of a state or federal court of the United States or a licensed lawyer with at least ten (10) years of corporate or commercial law experience from a law firm with at least 10 attorneys and at least an A V rating by Martindale Hubbell. If the parties cannot agree on an arbitrator, either party may request a court in Dallas, Texas to appoint an arbitrator which appointment will be final. The arbitration will be held in Dallas, Texas. Each party will have discovery rights as provided by the Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that all such discovery will be commenced and concluded within sixty (60) days of the selection of the arbitrator. It is the intent of the parties that any arbitration will be concluded as quickly as reasonably practicable. Once commenced, the hearing on the disputed matters will be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator will use all reasonable efforts to issue the final written report containing award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this Section will not be a basis for challenging the award. The Arbitration Tribunal will strictly enforce the terms of this Agreement and will not have the authority to award punitive damages to either party. Each party will bear its own 510918.18 4