York, New York 10019
Attention:
David Grin
Telephone:
(212) 541-4434
Telecopier:
(212) 541-5800
With a copy to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York
10154
Attention:
Scott J. Giordano, Esq
Telephone:
(212) 407-4000
Telecopier: (212) 407-4990
If to the Company:
Artemis International Solutions Corporation
4041 MacArthur Boulevard
Suite 260
Newport Beach, California 92660
Attention:
Telephone: (800) 477-6648
Telecopier: (949) 660-7020
With a copy to:
Attention:
Telephone:
Telecopier:
25
28.
GOVERNING LAW, DISPUTE RESOLUTION.
(A)
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.
(B)
ANY DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER, OUT OF OR RELATING TO
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS FORMATION, VALIDITY, BINDING
EFFECT, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION, AS WELL AS
NON-CONTRACTUAL CLAIMS, SHALL BE REFERRED TO AND FINALLY DETERMINED BY
ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES ("RULES") OF THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") AND CONDUCTED BY A SINGLE ARBITRATOR IN
ACCORDANCE WITH THE RULES IN THE CITY OF NEW YORK, STATE OF NEW YORK.
IN THE
EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND SUCH RULES, THE PROVISIONS OF
THIS AGREEMENT SHALL GOVERN.
(C) THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY, POWER, OR RIGHT TO ALTER,
CHANGE, AMEND, MODIFY, ADD, OR SUBTRACT FROM ANY PROVISION OF THIS AGREEMENT OR
TO AWARD PUNITIVE DAMAGES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND
INCONTESTABLY BINDING UPON THE PARTIES AND NOT SUBJECT TO APPEAL.
JUDGMENT UPON
ANY AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
EACH PARTY
SHALL SHARE EQUALLY THE FEES AND EXPENSES OF THE ARBITRATOR.
PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER FROM THE OPPOSING PARTY ALL ATTORNEYS FEES, COSTS,
EXPENSES, AND COSTS OF ARBITRATION.
THIS ARBITRATION PROVISION SHALL BE DEEMED
TO BE SELF-EXECUTING, AND IN THE EVENT THAT EITHER PARTY FAILS TO APPEAR AT ANY
PROPERLY NOTICED ARBITRATION PROCEEDING, AN AWARD MAY BE ENTERED AGAINST SUCH
PARTY NOTWITHSTANDING SAID FAILURE TO APPEAR.
(D)
LIMITATION OF LIABILITY.
THE COMPANY ACKNOWLEDGES AND UNDERSTANDS THAT IN ORDER TO ASSURE REPAYMENT OF
THE OBLIGATIONS HEREUNDER LAURUS MAY BE REQUIRED TO EXERCISE ANY AND ALL OF
LAURUS' RIGHTS AND REMEDIES HEREUNDER AND AGREES THAT NEITHER LAURUS NOR ANY OF
LAURUS' AGENTS SHALL BE LIABLE FOR ACTS TAKEN OR OMISSIONS MADE IN CONNECTION
HEREWITH OR THEREWITH EXCEPT FOR ACTION S TAKEN WITH GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, OR OTHERWISE AFFECT ITS DUTIES AS A SECURED CREDITOR IN CONNECTION
WITH THE DISPOSITION OR CONTROL OF THE COLLATERAL OR THE ACCOUNTS.
29.
ENTIRE UNDERSTANDING.
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS CONTAIN
THE ENTIRE UNDERSTANDING BETWEEN THE COMPANY AND LAURUS AND ANY PROMISES,
REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED SHALL HAVE NO
FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY THE COMPANY'S AND LAURUS'
RESPECTIVE OFFICERS.
NEITHER THIS AGREEMENT, THE ANCILLARY AGREEMENTS, NOR ANY
PORTION OR PROVISIONS THEREOF MAY BE