Item 24 - Approve Agreement for Learning Management System

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necessary, to use a mutually agreed upon alternative dispute resolution mechanism (other than arbitration) prior to resorting to arbitration. If the parties are unsuccessful at resolving said dispute or alleged breach, then the parties shall seek arbitration. Except as set forth in Section 5, the parties agree to submit to binding arbitration within six (6) months of the last event giving rise to any controversy arising out of this Agreement or involving the construction or application of any of the terms of this Agreement and to waive any statute of limitations to the contrary. Notification to the other party of a written request for arbitration shall comply with Section 22 governing Notices. Any timely and properly noticed request for arbitration shall be submitted to binding arbitration through the American Arbitration Association pursuant to its Commercial Arbitration Rules. Each party shall pay for its own attorneys' fees and costs for the arbitration. The parties shall split equally the cost of the arbitrator. Both parties are entitled to conduct discovery in accordance with any applicable law. The arbitrator shall apply Virginia and Federal law to the issues presented and shall issue a written memorandum of decision. The decision of the arbitrator shall be final and binding, and the parties waive the right to a jury trial, a trial de novo or appeal except for the purpose of enforcing the arbitrator's decision. The prevailing party will be entitled to recover reasonable attorneys' fees and costs of any action for enforcement, the amount of any such attorneys' fees and costs award to be determined by the Arbitrator. b. Except as set forth in Section 5 with regard to injunctive relief, the parties expressly state that it is their intent to arbitrate disputes between them. Therefore, this Agreement shall be construed so as to be consistentwith applicable Federal and Virginia law and to be enforceable to the maximum extent allowable by law to provide arbitration as the forum to resolve their disputes. If necessary, any portion of this Agreement that is unenforceable by law shall be stricken, and the arbitrator or the court, as the case may be, shall have the power to reform this Agreement to the extent necessary to comply with applicable law and to give effect to the parties' intent that they shall arbitrate their disputes. 25. Publicity CLIENT grants MERIDIAN permission to utilize the CLIENT's trademarks, trade names, or other designations in any promotion, press release or publication subject to CLIENT'S advance approval of said promotion, press release or publication. MERIDIAN will provide proposed promotion, press release or publication to CLIENT within a reasonable time but not less than two business days prior to draft being made public. CLIENT will have the right to make any changes that CLIENT deems reasonably necessary. 26. Entire Agreement a. Except as otherwise provided for herein, this Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written, between the parties with respect to the subject matter hereof. This Agreement will be binding on and inure to the benefit of the legal representatives, successors and permitted assigns of the parties. This Agreement may not be