FOR THE SPECIFIC PURPOSE FOR WHICH
GIVEN.
5.3
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE TERMS AND RESTRICTIONS
CONTAINED IN SECTION 4.1 ABOVE, THIS AGREEMENT SHALL BE BINDING UPON, AND INURE
TO THE BENEFIT OF, AND SHALL BE ENFORCEABLE BY, THE SUCCESSORS, ASSIGNEES AND
TRANSFEREES OF IWEST AND ITS CURRENT OR FUTURE SUBSIDIARIES.
5.4
NO CONSTRUCTIVE WAIVERS.
NO FAILURE OR DELAY ON THE PART OF ANY
PARTY HERETO IN EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER OR PURSUANT
HERETO SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR REMEDY HEREUNDER
OR PURSUANT THERETO.
5.5
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW BUT, IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
IF ANY PART OF ANY
COVENANT OR OTHER PROVISION IN THIS AGREEMENT IS DETERMINED BY A COURT OF LAW TO
BE OVERLY BROAD THEREBY MAKING THE COVENANT UNENFORCEABLE, THE PARTIES HERETO
AGREE, AND IT IS THEIR DESIRE, THAT THE COURT SHALL SUBSTITUTE A JUDICIALLY
ENFORCEABLE LIMITATION IN ITS PLACE, AND THAT AS SO MODIFIED THE COVENANT SHALL
BE BINDING UPON THE PARTIES AS IF ORIGINALLY SET FORTH HEREIN.
5.6
COMPLIANCE AND HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE
INTENDED TO BE FOR CONVENIENCE AND REFERENCE ONLY, AND SHALL NOT DEFINE OR LIMIT
THE SCOPE, EXTENT OR INTENT OR OTHERWISE AFFECT THE MEANING OF ANY PORTION
HEREOF.
5.7
GOVERNING LAW.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE
GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF ILLINOIS.
7
5.8
ARBITRATION
ALL DISPUTES UNDER THIS AGREEMENT AMONG THE PARTIES
TO THIS AGREEMENT WHICH ARE NOT RESOLVED WITHIN THIRTY (30) DAYS OF A PARTY'S
SENDING OF A NOTICE OF DISPUTE WITH RESPECT THERETO (EACH AN "ARBITRATED
CLAIM"), SHALL BE RESOLVED BY BINDING ARBITRATION, AND EACH PARTY HERETO HEREBY
WAIVES ANY RIGHT IT MAY OTHERWISE HAVE TO SUCH A RESOLUTION OF ANY ARBITRATED
CLAIM BY ANY MEANS OTHER THAN ARBITRATION PURSUANT TO THIS SECTION 5.8.
AS A
MINIMUM SET OF RULES IN THE ARBITRATION, THE PARTIES AGREE AS FOLLOWS:
(A)
THE PLACE OF THE ARBITRATION SHALL BE CHICAGO, ILLINOIS.
THE
ARBITRATION MUST BE HELD IN THE ENGLISH LANGUAGE IN ACCORDANCE WITH THE
STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS IN EFFECT ON THE DATE
HEREOF, EXCEPT AS MODIFIED BY THIS AGREEMENT. THE ARBITRATION SHALL BE GOVERNED
BY THE ILLINOIS CODE OF CIVIL PROCEDURE.
(B)
THE ARBITRATION WILL BE HELD BEFORE A SINGLE ARBITRATOR SELECTED
BY (I) IWEST AND (II) THE CONSULTANT.
IF THE PARTIES IN INTEREST CANNOT AGREE
ON AN ARBITRATOR WITHIN FOURTEEN (14) DAYS OF THE DELIVERY OF AN