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any other remedies available at law or equity, the right to injunctive relief enjoining such actions, Customer hereby
<br />acknowledging that irreparable harm will occur to NuPark and/or its third party vendors or licensors in such event
<br />and that other remedies are inadequate.
<br />10. DISPUTE RESOLUTION.
<br />10.1 Negotiation. If a dispute arises between or among NuPark and Customer directly or indirectly
<br />arising out of or concerning the meaning or interpretation of this Agreement or the terms or performance of this
<br />Agreement (collectively, a "Dispute"), NuPark and Customer shall first attempt to settle such Dispute through
<br />discussion and negotiation.
<br />10.2 Binding Arbitration. NuPark or Customer may at any time submit any Dispute to binding
<br />arbitration pursuant to the rules of the American Arbitration Association. Arbitration will be the exclusive method
<br />for resolving Disputes that are not resolved by discussion or negotiation, in lieu of any proceeding in state or federal
<br />court; provided, however, claims for injunctive relief to protect NuPark's Intellectual Property rights or either
<br />party's Confidential Information, or to enforce the agreement not to solicit employees, may be brought in a court of
<br />competent jurisdiction at any time. Arbitration will be binding on the parties, and the decision thereof will be
<br />enforceable by state or federal court of competent jurisdiction. The arbitrator may award attorneys' fees and costs as
<br />part of the award. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE PARTIES HEREBY
<br />KNOWINGLY, EXPRESSLY, AND VOLUNTARILY GIVE UP THEIR RIGHTS TO SEEK REDRESS IN A
<br />COURT OF LAW FOR ANY CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT,
<br />10.3 VENUE; JURISDICTION. ANY ACTION OR PROCEEDING, INCLUDING, BUT NOT
<br />LIMITED TO, ANY ARBITRATION OR LITIGATION, DIRECTLY OR INDIRECTLY ARISING OUT OF A
<br />DISPUTE WILL BE SETTLED IN THE STATE OF TEXAS, UNITED STATES OF AMERICA, AND THE
<br />PARTIES EXPRESSLY SUBMIT TO AND CONSENT THAT THE COURTS AND AUTHORITIES OF THE
<br />STATE OF TEXAS WILL HAVE EXCLUSIVE JURISDICTION OVER ANY SUCH ARBITRATION OR
<br />LITIGATION. THE PARTIES HEREBY CONSENT TO SERVICE, JURISDICTION, AND VENUE OF SUCH
<br />COURTS FOR ANY LITIGATION.
<br />10.4 Governing Law. This Agreement, and any Disputes arising hereunder, shall be governed,
<br />interpreted, construed, and enforced in all respects in accordance with the laws of the State of Texas, excluding its
<br />conflict of laws rules.
<br />10.5 Attorneys' Fees. If any action or proceeding, including, but not limited to, arbitration or litigation,
<br />is commenced between NuPark and Customer concerning this Agreement, then the party prevailing in such action or
<br />proceeding will be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for
<br />attorneys' fees in such action or proceeding which may be determined by the arbitrator or court in such action or
<br />proceeding or in a separate action brought for that purpose.
<br />IL NON -SOLICITATION.
<br />11.1 Non -Solicitation. Unless agreed to in writing in advance, neither party will, during the Term and
<br />any Renewal Term and for a period of one (1) year thereafter, recruit, solicit, offer work to, or hire any of the other
<br />party's employees or agents with whom such party has had direct contact in connection with this Agreement, unless
<br />one year has passed since that person was last employed or engaged by the other party. General solicitation, such as,
<br />by way of example only, placing advertisements in newspapers and trade publications, do not constitute solicitation.
<br />Either party may hire any person who responds to such general solicitation without violating this Section.
<br />12. GENERAL PROVISIONS.
<br />12.1 Complete Agreement. This Agreement is intended as the complete, final, and exclusive statement
<br />of the teens of the agreement between the parties regarding the subject matter hereof and supersedes all other prior
<br />or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject
<br />matter hereof. No amendment to, or modification of, this Agreement shall be binding unless in writing and signed
<br />by a duly authorized representative of both parties. Each party expressly acknowledges that there are no warranties,
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