EXCEPT
ARTICLES 1, 4, 10 AND 11 AND SECTION 8.3.5 WHICH SHALL SURVIVE INDEFINITELY,
SHALL TERMINATE AUTOMATICALLY WITHOUT ANY ACTION BY ANY PARTY.
ARTICLE 11
DISPUTE RESOLUTION
11.1.
DISPUTE RESOLUTION.
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
STOCKHOLDERS' AGREEMENT SHALL BE RESOLVED IN ACCORDANCE WITH THE PROCEDURES
SPECIFIED IN THIS SECTION 11.1, WHICH SHALL BE THE SOLE AND EXCLUSIVE PROCEDURE
FOR THE RESOLUTION OF ANY SUCH DISPUTE.
11.1.1
NEGOTIATION BETWEEN EXECUTIVES.
THE STOCKHOLDERS SHALL ATTEMPT IN
GOOD FAITH TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
STOCKHOLDERS' AGREEMENT PROMPTLY BY DIRECT NEGOTIATION BETWEEN EXECUTIVES WHO
HAVE AUTHORITY TO SETTLE THE CONTROVERSY AND WHO ARE AT A HIGHER LEVEL OF
MANAGEMENT THAN THE PERSONS WITH DIRECT RESPONSIBILITY FOR ADMINISTRATION OF
THIS AGREEMENT, UNLESS THERE IS NO EXECUTIVE OF A HIGHER LEVEL.
ANY PARTY MAY
GIVE THE OTHER PARTY WRITTEN NOTICE OF ANY DISPUTE NOT RESOLVED IN THE NORMAL
COURSE OF BUSINESS.
WITHIN FIFTEEN (15) DAYS AFTER DELIVERY OF THE NOTICE, THE
RECEIVING PARTY SHALL SUBMIT TO THE OTHER A WRITTEN RESPONSE.
THE NOTICE AND
THE RESPONSE SHALL INCLUDE:
(A) A STATEMENT OF EACH PARTY'S POSITION AND A
SUMMARY OF ARGUMENTS SUPPORTING THAT POSITION; AND (B) THE NAME AND TITLE OF THE
EXECUTIVE WHO WILL REPRESENT THAT PARTY AND OF ANY OTHER PERSON WHO WILL
ACCOMPANY THE EXECUTIVE.
WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THE
DISPUTING PARTY'S NOTICE, THE EXECUTIVES OF EACH STOCKHOLDER SHALL MEET AT A
MUTUALLY ACCEPTABLE TIME AND PLACE, AND THEREAFTER AS OFTEN AS THEY REASONABLY
DEEM NECESSARY, TO ATTEMPT TO RESOLVE THE DISPUTE.
ALL REASONABLE REQUESTS FOR
INFORMATION MADE BY ONE PARTY TO THE OTHER WILL BE HONORED.
ALL NEGOTIATIONS
PURSUANT TO THIS CLAUSE ARE CONFIDENTIAL AND SHALL BE TREATED AS COMPROMISE AND
SETTLEMENT NEGOTIATIONS FOR PURPOSES OF APPLICABLE RULES OF EVIDENCE.
21
11.1.2
MEDIATION WITH MUTUALLY AGREED-UPON NEUTRAL.
IF THE DISPUTE HAS NOT
BEEN RESOLVED BY NEGOTIATION WITHIN FORTY-FIVE (45) DAYS OF THE DISPUTING
PARTY'S NOTICE, OR IF THE STOCKHOLDERS FAIL TO MEET WITHIN TWENTY (20) DAYS THE
STOCKHOLDERS SHALL SUBMIT THE DISPUTE TO NON-BINDING MEDIATION UNDER THE
THEN-CURRENT CPR INSTITUTE FOR DISPUTE RESOLUTION'S ("CPR") MODEL MEDIATION
PROCEDURE FOR BUSINESS DISPUTES, AND ENDEAVOR (BUT NOT BE OBLIGATED) TO SETTLE
THE DISPUTE IN SUCH MEDIATION.
CPR'S ADDRESS AT THE TIME OF THIS AGREEMENT IS
366 MADISON AVENUE, 14TH FLOOR, NEW YORK, NEW YORK 10017 (212-949-6490) AND ITS
WEBSITE IS "."
THE STOCKHOLDERS AGREE TO USE THEIR REASONABLE
BEST EFFORTS AND GOOD FAITH TO AGREE MUTUALLY ON A MEDIATOR, TO BE SELECTED FROM
THE CPR TECHNOLOGY PANEL OF NEUTRALS.
IF THE STOCKHOLDERS FAIL TO SELECT A
MUTUALLY ACCEPTABLE MEDIATOR WITHIN THIRTY (30) DAYS AFTER EITHER PARTY'S NOTICE
TO THE OTHER PARTY THAT THEY REQUEST NON-BINDING MEDIATION PURSUANT TO THIS
SUBSECTION, CPR WILL APPOINT A MEDIATOR FROM THE TECHNOLOGY PANEL.
11.1.3
ARBITRATION.
ALL DISPUTES ARISING OUT OF OR RELATING TO THIS
STOCKHOLDERS' AGREEMENT NOT RESOLVED PURSUANT TO NON-BINDING MEDIATION WITHIN
THIRTY (30) DAYS OR AS THIS TIME PERIOD MAY BE EXTENDED BY WRITTEN