R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

Home Browse Search

to enter into any future Addendum pursuant their best efforts to ensure that the arbitrator to this Agreement. In addition, termination of is selected promptly and that the arbitration an Addendum will not relieve either party of hearing is conducted no later than 3 months any previously accrued obligations or of any after the arbitrator is selected. The arbitrator obligations that by their nature are intended must decide the dispute in accordance with to survive termination. In addition to the substantive law which would govern the obligations relating to Confidential dispute had it been litigated in court. This Information, which survive subject to the requirement does not, however, mean that terms of the paragraph of this Agreement the award is reviewable by a court for errors titled "Duration of obligations", obligations of law or fact. Following the arbitration that survive termination will include but not hearing, the arbitrator will issue an award be limited to obligations in connection with and a separate written decision that warranties and indemnification. summarizes the reasoning behind the award 31. Customer property. All items furnished by and the legal basis for the award. The arbitrator may not require one party to pay Customer to AOS in connection with AOS's another party's costs, fees, attorneys' fees or performance of the Services will remain the expenses. The award of the arbitrator will property of Customer unless otherwise be binding on each party. Judgment upon expressly stated in the Addendum. Upon the award may be entered in any federal termination of an Addendum for any reason district court. (or when items are no longer needed by AOS for the performance of the Services, if 33. Limitations on remedies. earlier), AOS will promptly return the a. In no event will AOS be liable for any Customer property to Customer or, at damages or loss caused by Customer's Customer's option, allow Customer to failure to perform its responsibilities, or retrieve it. under any circumstances for lost profits, 32. Dispute resolution. In the event of any consequential or incidental damages dispute arising out of or relating to this arising out of any alleged breach by Agreement, the parties agree to attempt in AOS. good faith to resolve the dispute first by b. In all events, Customer's sole and direct negotiation and then, if that is not exclusive remedy under the Agreement successful, by mediation with a neutral third- and/or any Addendum with AOS will be party mediator acceptable to both parties. to terminate the Agreement. Mediation expenses will be shared equally by the parties. Any dispute arising out of or c. With respect to any claimed defects in relating to this Agreement which is not hardware, Customer agrees to look settled by agreement of the parties within a solely to the manufacturer. In all events reasonable time will be settled exclusively in Customer shall first give AOS thirty days a binding arbitration by a single arbitrator. written notice of any alleged breach and The location of any arbitration proceeding the opportunity to contact the will be in Johnson County, Kansas. The manufacturer to cure such breach (if arbitration will be governed by the Federal such breach cannot be cured within said Arbitration Act. The arbitrator will be thirty-day period, AOS shall have such selected and the arbitration conducted in additional time as is reasonably accordance with the Commercial Arbitration necessary to contact the manufacturer Rules of the American Arbitration concerning the same.. Association (AAA), except that the d. Irrespective of the provisions of this provisions of this Agreement will control over paragraph 33, AOS, at its sole option, the AAA rules. The parties will share equally may choose to repair the system, in the fees and expenses of the arbitrator replace the system or refund monies and the cost of the facilities used for the without incurring any liability to arbitration hearing, but will otherwise bear Customer. Should AOS elect to repair, their respective costs incurred in connection replace or refund monies AOS' shall not with the arbitration. Depositions will not be undertake any expenditure in excess of allowed, but information may be exchanged any monies paid to AOS by Customer. by other means. The parties agree to use 6 WA 867475.2