DETERMINED BY BINDING ARBITRATION. ANY ARBITRATION PURSUANT
TO THIS AGREEMENT SHALL BE CONDUCTED IN WILMINGTON, DELAWARE BEFORE THE AMERICAN
ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS ARBITRATION RULES OR AS MODIFIED
BY AGREEMENT OF THE PARTIES. THE ARBITRATION SHALL BE FINAL AND BINDING UPON ALL
THE PARTIES. THE USE OF ANY ALTERNATIVE DISPUTE RESOLUTION PROCEDURE WILL NOT BE
CONSTRUED, UNDER THE DOCTRINE OF LACHES, WAIVER OR ESTOPPEL, TO ADVERSELY AFFECT
THE RIGHTS OF EITHER PARTY. NOTHING IN THIS PARAGRAPH WILL PREVENT EITHER PARTY
FROM RESORTING TO JUDICIAL PROCEEDINGS IF INTERIM INJUNCTIVE RELIEF FROM A COURT
IS NECESSARY TO PREVENT SERIOUS AND IRREPARABLE INJURY TO ONE OF THE PARTIES.
FURTHER, EITHER PARTY MAY JOIN THE OTHER PARTY TO ANY ACTION, SUIT, OR
PROCEEDING WITH RESPECT TO WHICH THE PARTY SEEKING JOINDER IS A DEFENDANT, IF
THE OTHER PARTY IS REQUIRED TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SUCH
DEFENDANT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE ARBITRATOR(S) IS
(ARE) NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF ACTUAL DAMAGES, AND ONLY THOSE
SUPPORTED BY APPLICABLE LAW, WHICH SHALL NOT INCLUDE PUNITIVE DAMAGES. BY THEIR
SIGNATURE BELOW, THE PARTIES HEREBY AGREE AND CONSENT TO ARBITRATION AS OUTLINED
IN THIS PARAGRAPH.
CHILL HOLDINGS, INC.
By
Name:
Title:
Acknowledged and Agreed:
PARTICIPANT
Printed Name:
Date: