Conflict Resolution Clause

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					                                       Conflict Resolution Clause



              The purpose of this clause is to insure that all (emphasis added) conflicts that may arise from
              this agreement shall be resolved outside (emphasis added) of the court system. Any and all
              disputes shall be first dealt with the parties meeting and/or discussing together and making
              every reasonable effort, with common goals to resolve such dispute(s). As a result, the
              parties agree that all (emphasis added) conflicts between them shall be completely resolved
              through binding arbitration by no more than one (1) arbitrator that neither party has used in
              the past nor where a personal relationship has in the past or now exists. The arbitration shall
              be conducted in the state of California, in the county of Los Angeles.

              Notice of demand for arbitration shall be prepared in writing by either party and sent via
              certified mail or overnight carrier to the other party. Refusal to receive the demand shall be
              considered as received by the refusing party. In the event that the party receiving the notice
              of demand for arbitration objects to submitting the claim or dispute to arbitration, that party
              shall, within ten (10) days of receipt of the notice, make application to the appropriate Court
              in Los Angeles, California for an order staying the arbitration pursuant to the California
              Arbitration Code. Failure to make such application in a timely manner (within 10 days of
              receipt of the notice) shall constitute a waiver of any objection to submitting the claim or
              dispute to arbitration and full agreement to the demand submitted by the requesting party.

              The party desiring the resolution shall choose an Arbitration Firm, or Arbitrator, to arbitrate
              the dispute(s), except that neither party shall take depositions, serve interrogatories or other
              discovery (except for production of all pertinent documentation or evidence to be submitted
              to the Arbitrator for the review of the issue(s). The Arbitrator does not have to be certified
              in the state in which the Arbitration is to take place.

              All matters shall be settled at no more than (1) one arbitration hearing. Such hearing shall be
              conducted and concluded within a reasonable time, not to exceed forty (45) five days, after
              the demand for arbitration is submitted by the party requesting the arbitration.
              The Arbitrator will hear the facts of both parties and will then render his or her decision
              within seven (7) business days after the completion of the arbitration hearing. The parties
              agree that the Arbitrator’s decision(s) shall be final, binding and non-appealable on the
              parties and their successors and assigns and the prevailing party shall be entitled to be paid
              all fees including, but not limited to, arbitrator and arbitration management fees, when
              applicable, attorney’s fees associated with the process of the arbitration and the filing of the
              decision in a court of law, if any.

              In the event that the dispute is a monetary dispute, all amounts awarded by the Arbitrator
              shall be paid within seven (7) days after notice of the Arbitrator’s decision, including all
              associated costs, if any. The non-prevailing party shall pay the prevailing party all costs
              associated with the arbitration and any attorney’s and court filing fees within seven (7) days
              after receiving the arbitrator’s decision. In the event that the prevailing party must submit
              the decision to a court to enforce the decision, the non-prevailing party shall pay all costs
              associated with the enforcement including, but not limited to, all attorneys’ fees and court
              and filing fees. In no event shall either party be required to pay legal fees to the other party
              that are in excess of $300.00 per hour.



Rev 10/2009
              In the event that the party receiving the Demand for Arbitration refuses to respond to the
              Demand for Arbitration, for any reason whatsoever, the party unwilling to respond, appear
              or participate in the arbitration, shall forfeit their right to arbitrate and the party who
              requested the arbitration shall win by default. Such default shall be considered final, binding
              and non-appealable and any decision made by the Arbitrator may be filed into a court of law
              for judgment.

              The parties further agree that in the event of a conflict, it shall not preclude either party from
              continuing to perform their respective responsibilities and duties as provided in this
              agreement. Any work-stoppage shall be deemed as a material breach of this agreement and
              the party refusing to continue their responsibilities and duties under the terms of the
              agreement shall be subject to financial damages. This agreement shall be exclusively
              governed by the laws of the state of California.

              In the event that the arbitrators award must be submitted to the court for enforcement and the
              non-prevailing party decides to defend the award, the non-prevailing party agrees that they
              shall not take depositions, serve interrogatories or other discovery (except for production of
              all pertinent documentation or evidence to be submitted to the court for the review and facts
              of the issue(s)/award. The non--prevailing party shall be solely responsible for all attorneys’
              fees, court costs and filing fees of the prevailing party. In no event shall either party be
              required to pay legal fees to the other party that are in excess of $300.00 per hour.




Rev 10/2009