OF OBLIGATIONS.
THE FOLLOWING ARTICLES WILL SURVIVE ANY EXPIRATION, TERMINATION OR CANCELLATION
OF THIS AGREEMENT AND THE PARTIES WILL CONTINUE TO BE BOUND BY THE TERMS AND
CONDITIONS THEREOF: 12, 13, 14, AND 15.
19
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
15.
Miscellaneous.
15.1 ORDER OF PRECEDENCE.
IN THE EVENT OF ANY CONFLICTS BETWEEN THIS AGREEMENT AND ANY PURCHASE AGREEMENT,
ANY PURCHASE ORDERS, ACCEPTANCES, CORRESPONDENCE, MEMORANDA, LISTING SHEETS OR
OTHER DOCUMENTS FORMING PART OF AN ORDER FOR THE PRODUCTS PLACED BY LATTICE AND
ACCEPTED BY SMOS (OR EPSON), PRIORITY WILL BE GIVEN FIRST TO THIS AGREEMENT,
SECOND TO THE PURCHASE AGREEMENTS, THIRD TO SMOS'S OR EPSON'S ACCEPTANCE, FOURTH
TO LATTICE'S ORDER AND THEN TO ANY OTHER DOCUMENTS.
IN NO EVENT, HOWEVER, WILL
EITHER PARTY'S STANDARD TERMS AND CONDITIONS BE APPLICABLE TO THE TRANSACTIONS
BETWEEN LATTICE AND SMOS (OR EPSON) UNLESS EXPRESSLY ACCEPTED IN WRITING BY THE
OTHER PARTY.
15.2 GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
CALIFORNIA, U.S.A. WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.
15.3 DISPUTE RESOLUTION.
15.3.1
MEETING OF EXECUTIVES.
IN THE EVENT THAT ANY DISPUTE OR DISAGREEMENT BETWEEN THE PARTIES AS TO ANY
PROVISION OF THIS AGREEMENT ARISES, PRIOR TO TAKING ANY OTHER ACTION, THE MATTER
WILL BE REFERRED TO RESPONSIBLE EXECUTIVES OF THE PARTIES FOR CONSIDERATION AND
RESOLUTION.
ANY PARTY MAY COMMENCE SUCH PROCEEDINGS BY DELIVERING A WRITTEN
REQUEST TO THE OTHER PARTY FOR A MEETING OF SUCH RESPONSIBLE EXECUTIVES.
THE
OTHER PARTY WILL BE REQUIRED TO SET A DATE FOR THE MEETING TO BE HELD WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SUCH REQUEST AND THE PARTIES AGREE TO EXERCISE
THEIR BEST EFFORTS TO SETTLE THE MATTER AMICABLY.
15.3.2
LOCATION OF MEETING.
IN THE EVENT THAT EPSON INITIATES THE PROCEEDINGS DESCRIBED IN ARTICLE 15.3.1,
THE FIRST MEETING WILL BE HELD HILLSBORO, OREGON AND ALL SUBSEQUENT MEETINGS
WILL ALTERNATE BETWEEN TOKYO, JAPAN, AND HILLSBORO, OREGON.
IN THE EVENT THAT
LATTICE INITIATES THE PROCEEDINGS DESCRIBED IN ARTICLE 15.3.1, THE FIRST MEETING
WILL BE HELD IN TOKYO, JAPAN AND ALL SUBSEQUENT MEETINGS WILL ALTERNATE BETWEEN
HILLSBORO, OREGON AND TOKYO, JAPAN.
15.3.3
DEMAND FOR ARBITRATION.
ANY DISPUTE RELATING TO AND/OR ARISING OUT OF THIS AGREEMENT WILL BE DECIDED
EXCLUSIVELY BY BINDING ARBITRATION UNDER PROCEDURES WHICH ENSURE EFFICIENT AND
SPEEDY RESOLUTION.
SUCH AN ARBITRATION MAY BE COMMENCED BY EITHER PARTY
INVOLVED IN THE DISPUTE (I) AFTER THE EXPIRATION OF A SIXTY (60) DAY PERIOD
FOLLOWING THE WRITTEN REQUEST TO RESOLVE THE DISPUTE, AND/OR (II) AT SUCH
EARLIER TIME AS ANY PARTY INVOLVED REPUDIATES AND/OR REFUSES TO CONTINUE WITH
ITS
20
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
OBLIGATIONS TO NEGOTIATE IN GOOD FAITH.
THE ARBITRATION HEARING WILL BE
CONDUCTED IN THE STATE OF HAWAII, AND WILL BE IN THE ENGLISH LANGUAGE (WITH
TRANSLATORS AND INTERPRETATIONS AS REASONABLE FOR THE PRESENTATION OF EVIDENCE
AND/OR CONDUCT OF THE ARBITRATION).
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
ANY PARTY