HEALTH DIALOG SERVICES CORPORATION

Home Browse Search

Execution Version 11.4. License to Health Dialog. Client grants to Health Dialog a non-exclusive, non -assignable, non- transferable right to use any Client Intellectual Property delivered to it by Client in connection with the performance of Services solely for the purposes set forth in this Agreement during the Term. Except as expressly permitted herein, Health Dialog shall not distribute or make available Client Intellectual Property to any third party. SECTION 12. DISPUTE RESOLUTION 12.1. Except to the extent otherwise provided in Section 5.2 of this Agreement, all disputes between the Parties hereto which are not resolved by good faith negotiation shall first be subject to non- binding mediation. Either Party may initiate mediation of a dispute by giving written notice to the other Party of the issue to be mediated and the names of at least three impartial individuals qualified to serve as mediator to hear the dispute. 12.2. If none of the individuals listed in the mediation notice is acceptable to the other Party, such Party shall, within ten (10) business days of receiving the mediation notice, submit in writing the names of three impartial individuals qualified to serve as mediator. If, within three (3) business days of receipt of the second list, the Parties cannot agree on any individual named in either list, then each Party shall strike all but one name from its list, and the mediator shall be selected by lot between the two remaining individuals. Within thirty (30) days after the mediator has been selected as provided above, the Parties shall conduct at least one mediation session with the mediator. The location of such mediation proceeding shall be in Orange County, California. 12.3. If the dispute is not settled through mediation, the Parties shall engage in a non -binding arbitration in accordance with and subject to the Commercial Arbitration Rules ("Rules") of the American Arbitration Association by a panel of three arbitrators selected in accordance with those rules. The location of such arbitration proceeding shall be in Orange County, California. The arbitration panel shall consist of three disinterested individuals knowledgeable in health care matters, one to be selected by Client, one to be selected by Health Dialog, and the third, who shall serve as chair, to be selected jointly by the Parties, or, failing their agreement, by the two arbitrators appointed by the Parties. The arbitration panel shall not have the authority to award interlocutory relief or to impose punitive damages. Fees and expenses of the arbitration shall be borne by the Parties equally. The arbitration hearing will be conducted pursuant to the Rules and will be commenced promptly and conducted expeditiously, with each of the Parties being allocated one-half of the time for the presentation of its case. Unless otherwise agreed by the Parties, arbitration hearings will be conducted on consecutive days. The arbitrators rendering judgment will, after reaching judgment and award, distribute to the Parties a report describing the findings of fact and conclusions of law relevant to such judgment and award and containing an opinion setting forth the reasons for the giving or denial of any award. The judgment and award of the arbitrators will be non -binding on the Parties. The report shall remain confidential and shall not be disclosed to third parties. Each Party will continue performing its obligations under this Agreement while any dispute is being resolved. SECTION 13. TERM Unless terminated earlier in accordance with Section 14, the initial term of this Agreement (the "Initial Term") shall be from the Effective Date through December 31, 2020, unless either Party gives notice of termination at least thirty (30) days prior to the expiration of the Initial Term or then current Renewal Term or the Agreement is terminated in accordance with Section 14. Thereafter, the Agreement may only be renewed upon the written agreement of both Parties (each, a "Renewal Term"). The Initial Term and any Renewal Terms shall together be referred to as the "Term" of the Agreement. 0 2020 Health Dialog - Confidential Page 9 Services Agreement