EMPLOYEES OR AGENTS OF ANY OF THE
COVENANTS CONTAINED IN THIS AGREEMENT, (IV) ANY FAILURE OF CONSULTANT TO PERFORM
THE SERVICES IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, OR
(V) ANY VIOLATION OR CLAIMED VIOLATION OF A THIRD PARTY'S RIGHTS RESULTING IN
WHOLE OR IN PART FROM THE COMPANY'S USE OF THE WORK PRODUCT OF CONSULTANT UNDER
THIS AGREEMENT.
9.
NONSOLICITATION.
FROM THE DATE OF THIS AGREEMENT UNTIL 12 MONTHS AFTER
THE TERMINATION OF THIS AGREEMENT (THE "RESTRICTED PERIOD"), CONSULTANT WILL
NOT, WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT, DIRECTLY OR INDIRECTLY,
SOLICIT OR ENCOURAGE ANY EMPLOYEE OR CONTRACTOR OF THE COMPANY OR ITS AFFILIATES
TO TERMINATE EMPLOYMENT WITH, OR CEASE PROVIDING SERVICES TO, THE COMPANY OR ITS
AFFILIATES.
DURING THE RESTRICTED PERIOD, CONSULTANT WILL NOT, WHETHER FOR
CONSULTANT'S OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER PERSON, FIRM,
CORPORATION OR OTHER BUSINESS ORGANIZATION, INTENTIONALLY INTERFERE WITH ANY
PERSON WHO IS OR DURING THE PERIOD OF CONSULTANT'S ENGAGEMENT BY THE COMPANY WAS
A PARTNER, SUPPLIER, CUSTOMER OR CLIENT OF THE COMPANY OR ITS AFFILIATES.
10.
ARBITRATION AND EQUITABLE RELIEF.
A.
ARBITRATION.
CONSULTANT AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY, IN ITS CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO OR RESULTING FROM CONSULTANT'S
PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT OR THE TERMINATION OF THIS
AGREEMENT, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING
ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 1280 THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE "RULES")
AND PURSUANT TO CALIFORNIA LAW.
CONSULTANT AGREES TO ARBITRATE, AND THEREBY
AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JUDGE OR JURY WITH RESPECT TO, ALL
DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED
TO: ANY STATUTORY CLAIMS UNDER STATE OR FEDERAL LAW, CLAIMS UNDER TITLE VII OF
THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT
PROTECTION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE CALIFORNIA
LABOR CODE, CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY
STATUTORY CLAIMS.
CONSULTANT UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO
APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH CONSULTANT.
B.
PROCEDURE.
CONSULTANT AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED
BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), AND THAT A NEUTRAL ARBITRATOR
WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES.
CONSULTANT AGREES THAT THE ARBITRATOR WILL
HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION,
INCLUDING DISCOVERY MOTIONS, MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION
AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING.
CONSULTANT AGREES THAT THE ARBITRATOR WILL ISSUE A WRITTEN DECISION ON THE
MERITS.
CONSULTANT ALSO AGREES THAT THE ARBITRATOR WILL HAVE THE POWER TO AWARD
ANY REMEDIES, INCLUDING ATTORNEYS'