AND CONTROVERSIES
ARISING OUT OF THIS AGREEMENT.
1.13.7.
DISPUTE RESOLUTION
.
ESCALATION OF DISPUTES.
THE PARTIES WILL
USE GOOD FAITH EFFORTS TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM (A
"DISPUTE") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR IN RESPECT OF
ANY DEFINED LEGAL RELATIONSHIP ASSOCIATED THEREWITH DURING THE TERM OF THIS
AGREEMENT OR AT ANY TIME THEREAFTER.
ALL DISPUTES WILL BE INITIALLY REFERRED TO
A SENIOR EXECUTIVE OF EACH PARTY FOR RESOLUTION. IF SUCH PERSONS ARE UNABLE TO
RESOLVE ANY DISPUTE WITHIN SEVEN (7) BUSINESS DAYS AFTER SUCH REFERRAL, ALL
DISPUTE WILL BE REFERRED TO, AND CONCLUSIVELY SETTLED BY, ARBITRATION IN
ACCORDANCE WITH THE PARAGRAPH BELOW.
.
ARBITRATION. ANY DISPUTE THAT HAS NOT
BEEN RESOLVED BY THE PROCEDURE SET FORTH IN THE PRECEDING PARAGRAPH WILL BE
REFERRED TO, AND CONCLUSIVELY SETTLED BY, ARBITRATION IN ACCORDANCE WITH THE
NATIONAL ARBITRATION RULES OF THE ADR INSTITUTE OF CANADA INC. BY ONE ARBITRATOR
DESIGNATED IN CONFORMITY WITH SUCH RULES IN THE CITY OF TORONTO, ONTARIO.
ANY
AWARD OR DECISION MADE BY AN ARBITRATOR APPOINTED UNDER THIS PARAGRAPH IS FINAL
AND BINDING UPON THE PARTIES AND MAY BE ENFORCED IN THE SAME MANNER AS A
JUDGMENT OR ORDER TO THE SAME EFFECT AND NO APPEAL WILL LIE THEREFROM.
.
INJUNCTIVE RELIEF.
NOTWITHSTANDING THE
PROVISIONS OF THIS SECTION, EACH PARTY WILL RETAIN THE
18
RIGHT TO SEEK IMMEDIATE INJUNCTIVE RELIEF IF, IN ITS REASONABLE BUSINESS
JUDGMENT, SUCH RELIEF IS NECESSARY TO PROTECT ITS INTERESTS PRIOR TO UTILIZING
OR COMPLETING THE DISPUTE RESOLUTION PROCESSES DESCRIBED IN THIS SECTION, SUCH
AS, FOR EXAMPLE, A CLAIM BY A PARTY BASED ON A BREACH OF THE CONFIDENTIALITY
OBLIGATIONS UNDER THIS AGREEMENT.
1.13.8.
INDEPENDENT PARTIES.
THE PARTIES ARE TO BE CONSIDERED AT
ALL TIMES AND FOR ALL PURPOSES AS INDEPENDENT CONTRACTORS.
THIS AGREEMENT DOES
NOT CREATE AND IS NOT INTENDED TO CREATE AN AGENCY OR EMPLOYMENT RELATIONSHIP,
PARTNERSHIP, JOINT-VENTURE, OR OTHER SIMILAR ASSOCIATION BETWEEN THE PARTIES.
NEITHER PARTY SHALL HAVE THE RIGHT TO BIND THE OTHER TO ANY AGREEMENT WITH ANY
THIRD PARTY OR TO INCUR ANY OBLIGATION OR LIABILITY ON BEHALF OF THE OTHER
PARTY.
NEITHER PARTY SHALL REPRESENT, DIRECTLY OR INDIRECTLY BY CONDUCT, TO ANY
THIRD PARTY THAT IT IS AN AGENT, EMPLOYEE, PARTNER, OR JOINT-VENTURER OF THE
OTHER.
1.13.9.
ASSIGNMENT.
ALL TERMS AND CONDITIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO, AND TO
THEIR SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED BY EITHER
PARTY IN WHOLE OR IN PART, WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING
THE FOREGOING, EITHER PARTY MAY AT ANY TIME ON THIRTY (30) DAYS WRITTEN NOTICE
TO THE OTHER ASSIGN THIS AGREEMENT TO ANOTHER PARTY AS THE RESULT OF ANY MERGER,
ACQUISITION, RESTRUCTURING OR OTHER BUSINESS REORGANIZATION.
1.13.10.
FORCE MAJEURE.
NEITHER PARTY SHALL BE LIABLE FOR DELAYS NOR
ANY FAILURE TO PERFORM UNDER THIS AGREEMENT DUE TO CAUSES BEYOND ITS REASONABLE
CONTROL AND WITHOUT ITS NEGLIGENT OR WILLFUL