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Terms and Conditions to the Agreement
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<br />(ii) Recipient shall have no obligation to return or destroy any Confidential Information of Discloser that is subject
<br />to a claim, dispute, lawsuit, or subpoena or in any other circumstances in which Recipient reasonably believes that
<br />destruction would be unethical or unlawful.
<br />(iii) Any Confidential Information of Discloser retained by Recipient under this Section 6(f) shall remain subject to
<br />the confidentiality obligations under this Section 6.
<br />(g) Proprietary Legends. Recipient may not remove, obscure, or alter any proprietary legend relating to the
<br />Discloser’s rights on or from any form of Confidential Information of the Discloser, without the prior written consent
<br />of the Discloser, except as expressly authorized in an Agreement.
<br />(h) Survival. This Section 6 shall survive any termination or expiration of this Agreement.
<br />7. Mutual Non-Solicitation. During the term of this Agreement, and for a period of six (6) months thereaft er,
<br />neither party will, directly or indirectly, solicit, negotiate, engage, employ, or offer employment to, the personnel
<br />or contractor of the other party involved with providing Services hereunder.
<br />8. Resolution of Disputes: Binding Arbitration (Jury Trial Waiver), No Class or Representative Actions or
<br />Arbitrations
<br />(a) Binding Arbitration of Any and All Disputes. By entering into the Agreement, Customer and TPx waive any
<br />right to a jury trial, or the right to have any Dispute resolved in any court, and instead accept the use of binding
<br />arbitration. "Dispute" as used in this Section 8 means any cause of action, claim, case, and/or controversy of any
<br />kind arising out of or in any way related to the Agreement (including any amendments , addendums or attachments
<br />to the Agreement or documents incorporated by reference into the Agreement), and/or the subject matter of the
<br />Agreement.
<br />(b) No Class or Representative Actions or Arbitrations. Customer and TPx expressly agree that any Dispute
<br />is personal to such parties, and any such Dispute will only be resolved by an individual arbitration and
<br />Customer will not bring or be a member in a class arbitration, a class action, or any other representative
<br />arbitration or judicial proceeding unless such agreement is prohibited by law.
<br />(c) The Federal Arbitration Act Applies. The Agreement affects interstate commerce and the enforceability of this
<br />Section 8 will be governed by, construed, and enforced, both procedurally and substantively, by the Federal
<br />Arbitration Act (“FAA”) to the maximum extent permitted by applicable law.
<br />(d) Confidentiality. Except as may be required by law or otherwise agreed by the parties, the arbitrator, AAA
<br />(defined below), and the parties will maintain the confidentiality of any proceedings, including the existence of the
<br />proceedings and any and all information gathered, prepared, and presented for purposes of the arbitration or related
<br />to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard that
<br />confidentiality, unless the law provides to the contrary.
<br />(e) Arbitration Procedures. If Customer and TPx cannot resolve between themselves any Dispute, Customer and
<br />TPx will promptly submit the Dispute to binding arbitration at the office of the American Arbitration Association
<br />(“AAA”) located in Los Angeles County, California. Either party may initiate arbitration by providing written demand
<br />for arbitration (with a copy to the other party), a copy of the Agreement and the administrative fee required by the
<br />commercial arbitration rules of the AAA (“AAA Rules”) to the AAA. Any party paying the administrative fee may
<br />recover the fee if awarded by the arbitrator. The arbitration will be held in accordance w ith the AAA Rules as
<br />modified by this Agreement. The AAA Rules, and other information about the AAA and arbitration, are readily
<br />available at www.adr.org, by calling 1-800-778-7879, or by mail at 120 Broadway, Floor 21, New York, NY 10271.
<br />By entering into the Agreement, Customer either (1) acknowledges that it has read and understands the AAA Rules
<br />or (2) waives reading the AAA Rules and waives any claim that the current AAA Rules are unfair in any way .
<br />Customer and TPx agree that the AAA Rules will be subject to the terms of the Agreement, changes in procedures
<br />that the AAA may make from time to time in its AAA Rules or successor rules to its AAA Rules , and the following
<br />modifications:
<br />ENV91971328-9742-EAEE-4663-DBAC
<br />03/11/2021 21:41 PM UTC
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