TO THE EXTENT NOT HELD
INVALID OR UNENFORCEABLE.
6.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL COPY OF
THIS AGREEMENT AND ALL OF WHICH, WHEN TAKEN TOGETHER, WILL BE DEEMED TO
CONSTITUTE ONE AND THE SAME AGREEMENT.
6.11
ATTORNEYS' FEES.
SUBJECT TO SECTION 6.12, THE
PREVAILING PARTY IN ANY SUIT OR OTHER PROCEEDING BROUGHT TO ENFORCE ANY
PROVISIONS OF THIS AGREEMENT, OR BROUGHT TO RESOLVE ANY DISPUTE CONCERNING THIS
AGREEMENT, SHALL BE ENTITLED TO ALL REASONABLE COSTS AND EXPENSES INCURRED IN
SUCH PROCEEDING, INCLUDING REASONABLE ATTORNEYS' FEES.
6.12
ARBITRATION.
ANY AND ALL DISPUTES, CONTROVERSIES
OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION THOSE RELATING TO THE GENERAL VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT, SHALL BE SUBMITTED TO FINAL AND BINDING ARBITRATION BEFORE JAMS, OR
ITS SUCCESSOR, IF ANY, OR IF IT IS NO LONGER IN EXISTENCE, BEFORE THE AMERICAN
ARBITRATION ASSOCIATION.
THE ARBITRATION SHALL BE CONDUCTED IN BEAVERTON,
OREGON, IN ACCORDANCE WITH THE PROVISIONS OF JAMS'S STREAMLINED ARBITRATION
RULES AND PROCEDURES OR, IF APPLICABLE, THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, IN EFFECT AT THE TIME OF FILING OF THE DEMAND FOR ARBITRATION.
THERE SHALL BE ONE ARBITRATOR, WHO SHALL BE A RETIRED CIRCUIT COURT OR FEDERAL
JUDGE.
THE PARTIES AGREE THAT THEY HAVE WAIVED ANY RIGHT TO TRIAL BY JURY.
THE
DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING AND THE JUDGMENT RENDERED
MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
THE PREVAILING PARTY IN ANY
SUCH ARBITRATION PROCEEDING SHALL BE ENTITLED TO ITS COSTS AND REASONABLE
ATTORNEYS' FEES, COSTS AND EXPENSES.
NOTWITHSTANDING THE FOREGOING, THE COMPANY
MAY APPLY TO EITHER THE OREGON FEDERAL DISTRICT COURT OR THE WASHINGTON COUNTY
CIRCUIT COURT FOR THE STATE OF OREGON FOR TEMPORARY OR PRELIMINARY INJUNCTIVE
RELIEF, AND ANY SUCH APPLICATION SHALL NOT BE DEEMED INCOMPATIBLE WITH OR A
WAIVER OF THIS AGREEMENT TO ARBITRATE.
6.13
FURTHER ASSURANCES.
EACH PARTY HERETO SHALL,
FROM TIME TO TIME AT AND AFTER THE DATE HEREOF, EXECUTE AND DELIVER SUCH
INSTRUMENTS, DOCUMENTS AND ASSURANCES AND TAKE SUCH
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FURTHER ACTIONS AS THE OTHER PARTY MAY REASONABLY REQUEST TO CARRY OUT THE
PURPOSE AND INTENT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date above first written above.
THE COMPANY:
METRO ONE TELECOMMUNICATIONS, INC.
By:
/s/ William B. Rutherford
William B. Rutherford, Chairman
CONSULTANT:
/s/ James M. Usdan
JAMES M. USDAN
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