THE EFFECTIVE DATE, AS MODIFIED BY SECTION 16.4 BELOW.
JUDGMENT UPON
THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT
JURISDICTION.
THE PLACE OF ARBITRATION SHALL NEW YORK, NEW YORK, U.S.A.
THE
ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE BY THREE (3) NEUTRAL
ARBITRATORS SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THAT IS NOT
POSSIBLE WITHIN THIRTY (30) DAYS OF THE INITIAL DEMAND FOR SUCH ARBITRATION, BY
THE AAA.
16.4
SPECIAL RULES.
NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY IN THE AAA'S RULES, THE PARTIES HEREBY STIPULATE THAT ANY
ARBITRATION HEREUNDER SHALL BE SUBJECT TO THE FOLLOWING SPECIAL RULES:
(A)
EACH PARTY SHALL HAVE THE RIGHT TO REQUEST
FROM THE ARBITRATORS, AND THE ARBITRATORS SHALL ORDER UPON GOOD CAUSE SHOWN,
REASONABLE AND LIMITED PRE-HEARING DISCOVERY, INCLUDING (I) EXCHANGE OF WITNESS
LISTS, (II) DEPOSITIONS UNDER OATH OF NAMED WITNESSES, (III) WRITTEN
INTERROGATORIES, AND (IV) DOCUMENT REQUESTS;
(B)
UPON CONCLUSION OF THE PRE-HEARING
DISCOVERY, THE ARBITRATORS SHALL PROMPTLY HOLD A HEARING UPON THE EVIDENCE TO BE
PRESENTED BY THE PARTIES AND SHALL PROMPTLY RENDER A WRITTEN OPINION AND AWARD;
(C)
THE ARBITRATORS MAY NOT AWARD OR ASSESS
PUNITIVE DAMAGES AGAINST EITHER PARTY; AND
(D)
EACH PARTY SHALL BEAR ITS OWN COSTS AND
EXPENSES OF THE ARBITRATION AND ONE-HALF (1/2) OF THE FEES AND COSTS OF THE
ARBITRATORS, SUBJECT TO THE POWER OF THE ARBITRATORS, IN THEIR SOLE DISCRETION,
TO AWARD ALL SUCH REASONABLE COSTS, EXPENSES AND FEES TO THE PREVAILING PARTY.
ARTICLE 17:
RECORDS
DURING THE TERM HEREOF AND FOR THREE (3) YEARS THEREAFTER, OR SUCH LONGER PERIOD
AS MAY BE REQUIRED BY APPLICABLE LAWS, DISTRIBUTOR SHALL MAINTAIN ACCURATE
RECORDS AS REQUIRED TO MEET APPLICABLE LAWS.
EXCEPT AS OTHERWISE REQUIRED BY
APPLICABLE LAWS, DISTRIBUTOR SHALL PROVIDE UT WITH ACCESS TO ANY REASONABLY
REQUESTED DOCUMENTATION RELATED SOLELY TO THIS AGREEMENT DURING REASONABLE
BUSINESS HOURS.
UT SHALL GIVE DISTRIBUTOR SEVEN (7) DAYS' PRIOR WRITTEN NOTICE
OF SUCH EXAMINATIONS, WHICH WILL NOT OCCUR MORE THAN ONCE ANNUALLY, AND SUCH
EXAMINATIONS SHALL BE UNDERTAKEN ONLY TO SUCH EXTENT NECESSARY TO VERIFY THAT
THE DISTRIBUTOR HAS COMPLIED WITH THE TERMS OF THIS AGREEMENT.
ARTICLE 18:
ARTICLE 18
GENERAL PROVISIONS
18.1
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL THE PARTIES' PREVIOUS OR CONTEMPORANEOUS CORRESPONDENCE, TERM
SHEETS, UNDERSTANDINGS, AGREEMENTS AND REPRESENTATIONS, ORAL OR WRITTEN BETWEEN
THE PARTIES.
18.2
ASSIGNMENT.
NEITHER PARTY SHALL ASSIGN OR
OTHERWISE TRANSFER ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT WITH
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED; PROVIDED, HOWEVER, THAT NO SUCH CONSENT SHALL BE REQUIRED
AND
EITHER PARTY MAY TRANSFER ALL RIGHTS AND OBLIGATIONS ARISING HEREUNDER TO
AN ENTITY IF IT IS: (A) AN AFFILIATE; (B) THE SUCCESSOR IN INTEREST BY REASON OF
SALE, MERGER OR OPERATION OF LAW; OR (C) HAS ACQUIRED ALL OR SUBSTANTIALLY ALL
OF THE ASSETS AND BUSINESS.
ANY UNAUTHORIZED ATTEMPTED ASSIGNMENT OR DELEGATION
SHALL BE NULL AND