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NEOISO Section*2.19 Mediation: Arbitration (a) Mediation. Any claim or controversy related to or arising out of this Agreement whether in contract or tort ("Dispute"), will be resolved on a confidential basis according to the following process, which either party may start by delivering to the other party a written notice describing the Dispute and the amount involved ("Demand"). After receipt of a Demand, authorized representatives of the parties will meet at a mutually agreed upon time and place to try to resolve the Dispute by negotiation. If the Dispute remains unresolved after this meeting, either party may start mandatory non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). ' (b) Unsuccessful Mediation. If the Dispute remains unresolved forty-five (45) days after the receipt of the Demand, either party may start binding arbitration under the Commercial Arbitration Rules of the AAA. The arbitration will be before one (1) arbitrator; however, before the selection of the arbitrator, a party (wtiose identity will not be revealed to the arbitrators) may require, at its sole additional expense, a three (3) arbitrator panel, of. which at least one arbitrator will be an attorney. No statements by, or communications between, the parties during negotiation or mediation, or both, will be admissible for any purpose in arbitration. The arbitrator(s) will have no authority to award punitive damages or any other monetary relief not measured by the prevailing party's actual damages (adjustments for time value of money permitted), and will not make any decision inconsistent with the terms and conditions of this Agreement. Each party will bear its internal expenses and attorneys' fees and expenses. (c) Privileqed. The settlement mediation and any arbitration will be compromise negotiations and all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation or arbitration by any of the parties, their agents, employees, experts and attorneys or by the mediator or arbitrator, will be confidential, privifeged and inadmissibte for any purpose, including'impeachment under Rule 408 of the Federal Rules of Evidence and any applicable federal or state statute, rule, or common law provisions, and in any judicial or arbitration proceeding. (d) Other Suits. Nothing in this Section will preclude a party's recourse to a court of competent jurisdiction to (a) enforce the terms of, or an arbitration under, this Section; (b) seek temporary equitable relief necessary to protect its interests; or (c) recover specific property, including an action in replevin. Neither arbitration under this Section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued, except if a Demand is made within forty-five (45) days before the end of this two-year period. The parties wilf have sixty (60) additional days from the Demand to start arbitration under this'Agreement. Section 2.20 No Construction Aqainst Drafter This Agreement must be interpreted to give it fair meaning, and any ambiguity may not be construed for or against any party. -9- Northeast Ohio Sourcing Office 4829 Galaxy Pazkway Suice A p 1216.839.1500 wwwneoso.org Cleveland, OH44128 f 1216_503.4247 19' ? ?:' .