INFORMATION THAT MAY HAVE
BEEN INADVERTENTLY OBTAINED AS A RESULT OF THE PROVISION OF SERVICES UNDER THIS
LEASE AGREEMENT TO ANY EMPLOYEE OR AGENT OF THE RECEIVING PARTY OR AN AFFILIATE
THEREOF INVOLVED IN ANY MANNER WITH THE SEPARATE BUSINESS OPERATIONS OF THE
RECEIVING PARTY, OR ANY THIRD PARTY.
IN ADDITION, NOTWITHSTANDING THE
FOREGOING, LESSEE MAY SHARE THIS AGREEMENT WITH THE RURAL UTILITIES SERVICE
DURING ITS FINAL LOAN APPLICATION REVIEW, AND WITH POTENTIAL INVESTORS OR OTHER
PARTNERS AND ADVISORS FOR THE PURPOSE OF COMPLETING ITS FINANCING THAT IS
REQUIRED AS A CONDITION TO THE LEASE COMMENCEMENT DATE; PROVIDED THAT (X) ANY
SUCH NON-GOVERNMENTAL PARTY MUST AGREE IN WRITING IN ADVANCE NOT TO DISCLOSE
THIS LEASE AGREEMENT OR THE INFORMATION HEREIN TO ANY OTHER PARTY WITHOUT
LESSOR'S PRIOR WRITTEN CONSENT, (Y) THE PARTIES REQUEST CONFIDENTIAL TREATMENT
FROM ANY GOVERNMENTAL AGENCY, AND (Z) LESSEE MUST PROVIDE LESSOR WITH AT LEAST
72 HOURS (NOT INCLUDING WEEKENDS OR HOLIDAYS) ADVANCE NOTICE OF THE DISCLOSURE
AND ALLOW LESSOR TO REVIEW AND COMMENT ON THE DISCLOSURE, AND LESSEE MUST TAKE
ANY ACTIONS REASONABLY REQUESTED BY LESSOR TO REVISE THE DISCLOSURE.
SUBJECT TO
THE FOREGOING PROVISIONS, EACH PARTY EXPRESSLY AGREES TO MAINTAIN COMMUNICATIONS
FROM THE OTHER PARTY PURSUANT TO OR IN CONNECTION WITH THIS LEASE AGREEMENT IN
CONFIDENCE SO THAT THE OTHER PARTY MAY RELY ON THE SAFE HARBOR PROVISIONS OF
RULE 100(B)(2)(II) OF REGULATION FD WITH RESPECT TO SUCH COMMUNICATIONS.
(B)
DISPUTE RESOLUTION. THE PARTIES AGREE TO WORK
TOGETHER TO RESOLVE DISPUTES THAT MAY ARISE BETWEEN THEM REGARDING THIS
AGREEMENT. TO THE EXTENT THEY ARE UNABLE TO RESOLVE THE DISPUTE, THEY WILL
ESCALATE THE ISSUE TO THE FOLLOWING DESIGNATED OFFICERS OF EACH PARTY: THE CHIEF
EXECUTIVE OFFICER, OR ANOTHER SENIOR EXECUTIVE OFFICER DESIGNATED BY THE CHIEF
EXECUTIVE OFFICER, FOR THE LESSOR, AND THE CHIEF EXECUTIVE OFFICER, OR ANOTHER
SENIOR EXECUTIVE OFFICER DESIGNATED BY THE CHIEF EXECUTIVE OFFICER, FOR THE
LESSEE. IF THE PARTIES STILL CANNOT REACH AGREEMENT, EITHER PARTY MAY INVOKE THE
ARBITRATION PROVISIONS CONTAINED HEREIN. DISPUTES SHALL BE SUBJECT TO THE
29
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION OR PURSUANT
TO SUCH OTHER PROVIDER OF ARBITRATION SERVICES OR RULES AS THE PARTIES MAY
AGREE. EACH ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR AND WILL BE
HELD AT A LOCATION TO BE AGREED UPON BY THE PARTIES WITHIN SANTA CLARA COUNTY,
CALIFORNIA. THE ARBITRATOR WILL BE SELECTED BY THE JOINT WRITTEN CONSENT OF THE
PARTIES.
IF THE PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN THIRTY (30) DAYS
OF A DEMAND FOR ARBITRATION, EACH PARTY SHALL SELECT ONE PROPOSED ARBITRATOR,
AND THE ARBITRATOR FOR THE DISPUTE WILL BE SELECTED BY THE JOINT WRITTEN CONSENT
OF THE TWO PROPOSED ARBITRATORS SELECTED BY LESSOR AND LESSEE.
THE PARTIES WILL
REQUEST THAT THE ARBITRATION HEARING COMMENCE WITHIN SIXTY (60) DAYS OF THE
DEMAND FOR ARBITRATION. THE ARBITRATOR WILL CONTROL THE SCHEDULING SO AS TO
PROCESS THE MATTER EXPEDITIOUSLY. THE PARTIES MAY SUBMIT WRITTEN BRIEFS UPON A
SCHEDULE DETERMINED BY THE ARBITRATOR. THE PARTIES WILL REQUEST THAT