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%~ .. j ' pazt from computer software for which 7.8.1 Ne otiation. Followin wri g g tten notice of a Dis- Malcolm Pirnie is licensed. These licenses are pute, a minimum of three face-to-face meetings not transferable. Any unlicensed reuse of (or less if the Dispute is resolved) shall be held. CADD may subject the user to liabilities to the softwaze licensor. 7.8.2 Mediation. If negotiation is unsuccessful, a 7.4 Insurance. Malcolm Pirnie will maintain insurance mutually acceptable third pazty [Facilitator] having expertise in the subject of the Dispute against the following risks during the term of the shall be engaged to mediate the Dispute. The Agreement: fee and expenses of the Facilitator shall be shazed equally by the pazties to the Dispute. 7.4.1 workers compensation in statutory amounts and The parties may present evidence and azgu- employer's liability for Malcolm Pirnie's em- ments to the Facilitator. Unless the Facilitator ployees' Project-related injuries or disease; and the parties agree otherwise, a minimum of three face-to-face meetings shall be held within 7.4.2 general liability and automobile liability each in the sixty day period beginning on the date of the amount of $1,000,000 for personal injury or the Facilitator's engagement. property damage to third parties which arises from Malcolm Pirnie's performance under this Following the third meeting, or earlier if appro- Agreement; and priate, the Facilitator shall report to the parties whether he believes the Dispute is resolvable 7.4.3 professional liability in the amount of through mediation. At that point the parties $1,000,000 for legal obligations arising out of shall elect (a) to continue mediation, (b) Malcolm Pirnie's failure to meet the Standard replace the Facilitator and continue mediation of Caze. , or (c) end mediation. If the mediation is ended, the pazties may adjudicate or azbitrate 7.5 Interpretation. This Agreement shall be interpret- the Dispute. ed in accordance with the laws of the State of Ohio. 7.8.4 Adjudication. The laws of the State shall 7.6 Successors. This Agreement is binding on the control both the action and the substantive successors and assigns of the Client and Malcolm Pirnie. issues unless required by law to be filed in a The Agreement may not be assigned in whole or in part federal district court. Disputes whose total to any third pazties without the written consent of both value [exclusive of interest] exceeds $200,000 Client and Malcolm Pirnie. may not be azbitrated but may be litigated. 7.7 Changes. By written notice at any time, the Client 7.8.5 Arbitration. If the parties elect to submit the may change the Basic Services, provided such changes Dispute to arbitration, (a) the arbitration shall are within the general scope of the services contemplat- be decided in accordance with the current ed by this Agreement. In such event, an equitable Construction Industry Arbitration Rules of the adjustment both in the compensation for and time of American Arbitration Association; (b) the performance of the Agreement shall be made in writing demand for arbitration may not be made after prior to Malcolm Pirnie's performing the changed the date when institution of legal or equitable services. proceedings to resolve the Dispute would be barred by the applicable statute of limitations; 7.8 Disputes. If a dispute or complaint [Dispute] azises and (c) the azbitration proceeding may not in- concerning this Agreement, Client and Malcolm Pirnie clude, by consolidation or otherwise, any third will negotiate a resolution of the Dispute. Should person. negotiation be unsuccessful, mediation of the Dispute by a third pazty shall follow. Any time which elapses in at- Any decision rendered by the arbitrators shall tempting to resolve the Dispute through either or both be final. Judgment may be. entered upon the negotiation or mediation shall extend day-for-day any decision in any court having jurisdiction. The applicable statute(s) of repose or limitation of actions. decision shall not be subject to modification or appeal except to the extent permitted by Sec- tions 10 and 11 of the Federal Arbitration Act (9 U.S.C. 10, il). x~r-ru.c~~ 1943-01-1