was
a partner, supplier, customer or client of the Company or its affiliates.
10. Arbitration and Equitable Relief
A.
Arbitration. IN CONSIDERATION OF THE MUTUAL RIGHTS AND PROMISES SET
FORTH IN THIS AGREEMENT, CONSULTANT AND COMPANY AGREE TO ARBITRATE ANY AND ALL
CONTROVERSIES, CLAIMS AND DISPUTES, ARISING OUT OF THIS AGREEMENT. THIS
INCLUDES, BUT IS NOT LIMITED TO STATE AND FEDERAL COMMON LAW AND STATUTORY
EMPLOYMENT DISPUTES, AS WELL AS CONTROVERSIES, CLAIMS AND DISPUTES (1)
CONCERNING THE COMPANY OR ANY EMPLOYEE, OFFICER, DIRECTOR OR SHAREHOLDER OF THE
COMPANY; AND (2) ARISING OUT OF, RELATING TO, OR RESULTING FROM CONSULTANT'S
PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT,
AND TERMINATION OF THIS AGREEMENT. CONSULTANT ACKNOWLEDGES THAT CONSULTANT SHALL
BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN
CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 1280 THROUGH 1294.2, INCLUDING
SECTION 1283.05 (THE "RULES") AND PURSUANT TO CALIFORNIA LAW.
B.
Procedure. CONSULTANT AND COMPANY AGREE TO ARBITRATE ANY CLAIMS,
CONTROVERSIES OR DISPUTES ARISING UNDER OR RELATED TO THIS AGREEMENT. THE
PARTIES FURTHER
AGREE THAT ALL CLAIMS, CONTROVERSIES AND DISCPUTES WILL BE RESOLVED BY A SINGLE
NEUTRAL ARBITRATOR AND PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION ("AAA"). THE PARTIES FURTHER AGREE THAT THE ARBITRATOR SHALL HAVE
THE POWER TO DECIDE MOTIONS BROUGHT BY EITHER PARTY, INCLUDING MOTIONS TO
DISMISS AND DEMURRERS, MOTIONS FOR CLASS CERTIFICATION MOTIONS, AND MOTIONS FOR
SUMMARY JUDGMENT AND/OR ADJUDICATION PRIOR TO THE ARBITRATION HEARING. THE
ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE
LAW. THE PARTIES FURTHER AGREE TO SHARE THE COSTS OF ARBITRATION EQUALLY AND
THAT EACH PARTY SHALL BEAR ITS OWN COSTS, INCLUDING ATTORNEY FEES, EXCEPT AS
OTHERWISE PROVIDED BY LAW.
C. Availability of Injunctive Relief CONSULTANT AGREES THAT EITHER THE COMPANY
OR CONSULTANT MAY PETITION A COURT FOR PROVISIONAL RELIEF, INCLUDING INJUNCTIVE
RELIEF, WHERE EITHER THE COMPANY OR CONSULTANT ALLEGES OR CLAIMS A VIOLATION OF
THIS AGREEMENT BETWEEN CONSULTANT AND THE COMPANY.
D. Administrative Relief NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO
PROHIBIT CONSULTANT FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR
FEDERAL
ADMINISTRATIVE BODY HAVING JURISDICTION OVER SUCH CLAIM. THIS AGREEMENT DOES,
HOWEVER, PRECLUDE CONSULTANT FROM PURSUING COURT ACTION REGARDING ANY SUCH
CLAIM.
E. Remedy. EXCEPT AS PROVIDED IN SECTIONS 10. C AND D, ARBITRATION SHALL BE THE
SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE BETWEEN THE COMPANY AND
CONSULTANT. ACCORDINGLY NEITHER THE COMPANY NOR CONSULTANT WILL BE PERMITTED TO
PURSUE A COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.
F. Voluntary Nature of Agreement. CONSULTANT ACKNOWLEDGES AND AGREES THAT
CONSULTANT IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR
UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. CONSULTANT FURTHER ACKNOWLEDGES
AND AGREES THAT CONSULTANT HAS CAREFULLY READ THIS AGREEMENT AND THAT CONSULTANT
HAS ASKED ANY QUESTIONS NEEDED FOR CONSULTANT TO UNDERSTAND THE TERMS,
CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT,
INCLUDING THAT CONSULTANT IS WAIVING ITS RIGHT TO A JURY TRIAL. FINALLY,