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i b. Mediation Process. Tl~e parties wilC select a neutral, Accordingly, if Client breaches any provision of sections ~~a} independent mediator with experience in the relevarrtsubject {Licenses}, ~{b] {Restrictions}, 9 ~Canfdentiality~, or {As• matter by the rules of the office of the ,~udiciai Arbitration and signment} Mardi may seek specific performance of Client's Mediation Service JAMS} closest to the mediation venue. obligatier~s under thane ~eefio~s and injunctive relief against The parties sha#! conduct the mediation not less than ~ ~ or any fur#her violations of thane sections. ' mare than 2g days from the date the party requesting media- {ii) The parties acknowledge aid agree that, if tion gives notice of the request for mediation to the other Mardi breaches any of its obligations under section 3 {Cenf4 party. The parties shat[ conduct the mediation in Sarrta Bar- der~tiaiity} Client might incur irreparable harm ar~d damage tiara, CaCiforr~ia. The parties shall eguaify bear the rnediatiorr that might pat be fully compensated with monetary damages. costs. Accordingly, if Mardi breaches ar~y provision of section 9 . {Confderxtiality~ Client may seek specific performance ai c. ~J[ediatiorr Cor~t~ident[ality. The parties shall main- Yard['s obligations under that section and injunctive re['ref fain the mediation proceedirgs in confialence and shall nQt against any #~rther violations of that section. disclose to third persons the statements made in mediation by the other part[es or the mediato{. The mediati~rr canf~den- e. Binding [=ffect, This Agreement is binding on and tiality provisions of California Evidence Cade sections ~ ~ ~b inures to the benefit of the parties and their permitted as- ~ f2S sha[I apply to the mediation proceedings. signs, successors, and legal representatives. - d. Mediation Statements; Attendee A~tl~ority. ~At f. I~€otices. least 5 days before the date of tC~e mediation, eac[~ party {i~ The parties shall deliver any notice required by shall provide the mediator and the other party with a state this Agreernen# by personaf delivery, certified Mai[ re- rrien# of itsposition and copies of supporting docurr~ents. tum receipt requested, ar established, reputable expedited Each party shall send to the mediation a person who has delivery carrier providing proof of delivery service, and will authority to bir7rl the party. be deemed given upon confrrned delivery to the party to v~f~orn it is intended at its retard address. The record od- e. Nnrr~inding. if a party participates ire goad faith in dresses of the parties are set forth beCow. a mediation and is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available to iii} [f to Clien#: the part)r at law Qr ire equity. Attn: Linda Foster SANTA ANA HOUiNG C7EPARTMENT ~ 8. Ger~erat Prflvisions. ~g Civic Center C'la~a PO fox ~g88 a. Independent Corr#ractor status. The parties agree Sa€~ta Ana, CA 927~~ that they are independent contactors ar~d nothing in this - Agreement "rs intended to make tf~e parties partr€ers, agents, {iii} lfto Mardi: . joint ventl.rrers, or any other form of joint enterprise, or to Attn: Chiefi Operating Officer make the employees, agents, or representatives of one of YARD[ SYSTEMS, INC. the parties into employees, agents, or representatives of the 43g . Fairvievr Ave. other party. No party to this Agreement shaCl haae any ex- Goleta, CA 93t ~l press er implied right or authority to assume or create ar~y . obligations on beh~[f of the other pay or to bind the other 1J~itI~ a ~op~to: party to any contract, agreerr~er~t, or undertaking with any Attn: LegaC Department - third party. _ MARDI SYSTE[~, INC. 43g S. l;airview Ave. b. Governing Law. This Agreement shall be governed Goleta, CA - and deterntiryed by the laws of the United States and the State of Califomia as such laws are applied to agreements {iv} Cwither party may change ifs record address by made and rfom~ed entire] wEth~n the State of Califomia, I~ y giving written notice of such change to the other party. c. Venue. Any action or proo~eding related to or arising g. l~aiver. The waiver of a part~r's breach of this out of this Agreement shall be resolved only in a court of Agreement shall not operate ar be constr~red as a waiver of competent jurisdiction in the City of Santa Barbara, State of any other or subsequent breach. California {or the court of competent jurisdiction clesest to the City of Santa Barbara, CA if no co€~rk of competent }ur7s- h. Severahility. If a cour# or other body of competent diction resides in the City of Santa Barbara, CAS, and the jurisdiction determines that ar~y~ part of this Agreement is parties consent fo the personal jurisdiction of such courts ur~enforceab[e, the remainder of this Agreement shall never- _ . and expressly waive any right they may otherwise have to tf~eless remain enforceable. case ar~y such action or proceeding to be brought or tried elsewhere. i. Headings. ~f~is Agreement's section headings and captions are inserted for convenience only and are not inµ d. lrzjunctive Relief.. tended to form a material part of this Agreement. {i} The parties acknowledge and agree that, if GCient breaches any of its obligations under sections ~{a~ j. entire Agreement. This Agreement constitutes the {Licenses}, 2jb} ~Restrictions~, 9 {Confidentiali#yj ar ~5 BAs- final, complete, and exclusive statement of the agreement signrnent~, Mardi might incur irreparable harm and damage between the parties pertaining to this Agreement's subject that right naf be fully compensated with monetary damages. matter and supersedes all prior and contemporaneous urt- 7 Ya~~i Clie~f Ca~f~dential Date of P~eparat~or~: I~~y ~ ~~~9 10:~ ~ AM