Dispute Resolution Contract Clauses (3,226)

Dispute Resolution. Any disputes under this Agreement that are not informally resolved shall be resolved through binding arbitration in Seattle, Washington by a single neutral arbitrator under the then-current rules of arbitration pertaining to employment disputes issued by the American Arbitration Association ("AAA"), except that any such arbitration shall be administered by the Judicial Arbitration & Mediation Service ("JAMS") in Seattle, Washington. The arbitrator shall be authorized to consider and resolve any ...and all such claims by a motion for summary judgment. Any and all applicable statutes of limitation shall apply to claims or disputes brought in the arbitration to the same extent such statutes of limitation would apply in actions brought in state or federal court. The arbitrator shall be authorized to award the prevailing party its reasonable costs, attorneys' fees and litigation expenses, including such amounts incurred on appeal (other than if Employee challenges the validity of this Agreement under the ADEA). John DiLullo 139560836.1 Confidential 13. AMENDMENT. There shall be no modification of this Agreement except as may be agreed to in writing by the parties. View More

Dispute Resolution. (a) The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation in Seattle, Washington, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration in Seattle, Washington pursuant to the clause set forth in Section (e) below. (b) Either Party may commence mediation by providing to JAMS and the other Part...y a written request for mediation, setting forth the subject of the dispute and the relief requested. (c) The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. (d) All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, Executives, experts and attorneys, and by the mediator or any JAMS Executives, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 4 (e) Either Party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date"). The mediation may continue after the commencement of arbitration if the Parties so desire. (f) At no time prior to the Earliest Initiation Date shall either Party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the Parties. However, this limitation is inapplicable to a Party if the other Party refuses to comply with the requirements of Section (c) above. View More

Dispute Resolution. Any dispute arising out of or in connection with this Agreement must be settled in accordance with the Rules of Arbitration Procedure of the Danish Institute of Arbitration. 19.2. Each party appoints an arbitrator. The chairman of the arbitration tribunal is appointed by the institute. If a party has not appointed an arbitrator within 30 days of having requested or received notice of arbitration, such arbitrator will be appointed by the institute in accordance with the above-referenced rules. 6 .../ 7 20. Signatures 20.1. This Agreement is executed in two original copies, both of which are to be signed by the parties. One of the copies is retained by the Company, while the other copy is given to the CEO. ---- Date: February 14, 2023 Date: February 14, 2023 For and on behalf of the Company /s/ Stefan Muehlbauer /s/ Sune Mathiesen Stefan Muehlbauer Sune Mathiesen 7 / 7 EX-10.1 3 ex10-1.htm Exhibit 10.1 EXECUTIVE SERVICE AGREEMENT PARTIES Lithium harvest aPS Tankedraget 7 DK-9000 Aalborg (the "Company") and Sune Mathiesen [***] [***] (the "CEO") have today entered into the following Executive Service Agreement (the "Agreement") 2 / 7 1. Position 1.1. The CEO will service as President and Chief Executive Officer of Sustainable Projects Group Inc. and Lithium Harvest ApS with effect from January 14, 2023. View More

Dispute Resolution. Any dispute, controversy or claim between Executive, on the one hand, and the Company, the General Partner or any of their Affiliates (as defined in the Severance Agreement), on the other hand, arising out of or relating to this Agreement shall be subject to the dispute resolution provisions set forth in Article VI of the Severance Agreement, which provisions are hereby incorporated by reference. IN ENTERING INTO THIS AGREEMENT, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY..., VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO JURY TRIAL. View More

Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Minnesota for the purpose of any suit, action or other proceeding arising out of or based upon this Note, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Note except in the federal and state courts located within the geographic boundaries o...f the United States District Court for the District of Minnesota, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note or the subject matter hereof may not be enforced in or by such court. View More

Dispute Resolution. The parties will first make a good faith effort to settle by negotiation any dispute regarding this Agreement. If a settlement has not been reached within 15 days of beginning that negotiation, then the dispute will be submitted for mediation. If settlement has not been reached in the mediation proceeding, then either party may submit the dispute to binding arbitration by a mutually acceptable arbitrator, and the other party agrees to participate in that arbitration proceeding. If the parties ca...nnot agree on an arbitrator, then each party will select one arbitrator, and those two arbitrators will select a third arbitrator who will conduct the arbitration. Any arbitration under this section will be conducted in Palm Beach, Florida, pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction of the matter. However, this section will not apply to (a) actions for equitable relief, or (b) actions to enforce any mediation or arbitration award. In any action under the preceding clauses (a) or (b), each party waives all rights to a jury trial. 3 14. Entire Agreement. This Agreement contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. THIS SPACE INTENTIONALLY BLANK SIGNATURES ON FOLLOWING PAGE 4 The parties hereto have executed this Agreement effective as of the date first above written. COMPANY: JANOVER INC., a Delaware corporation By: /s/ Blake Janover Blake Janover, President ADVISOR: /s/ Marcelo Lemos Marcelo Lemos 5 EX-10.7 16 cm169_ex10-7.htm Exhibit 10.7 JANOVER INC. ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT ("Agreement") is made and entered into effective as of November 10, 2021 by and between JANOVER INC., a Delaware corporation ("Company"), and Marcelo Lemos ("Advisor"). WHEREAS, the Company desires to obtain the services of Advisor to serve on the Company's Board of Advisors ("AB"), and the Advisor desires to serve on the AB, upon the following terms and conditions. ; and WHEREAS, in the course of serving on the AB, Advisor will have access to the "Confidential Information" (as hereinafter defined) of the Company and expressly acknowledges and agrees to the provisions regarding such Confidential Information. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Advisory Board Service. Subject to the remaining terms and conditions hereinafter set forth, Advisor hereby agrees to serve on the AB, having such duties as are set forth in this Section 1 ("Advisor's Duties"). Such duties include best efforts to participate in, either remotely or in person: (a) Monthly calls for up to 1 hour per month. (b) Quarterly meetings for up to 2 hours per quarter if requested. (c) Availability via email or slack for occasional advice. (d) Annual meetings of the Board of Directors of the Company if requested. (e) Consultations with the CEO of the Company or members of the Company's management team as often as once a month and up to one hour at a time as to general business strategy, growth opportunities, hiring and firing of personnel, the raising of equity or debt for the Company, and any other items with respect to which Advisor has expertise. Advisor agrees that the Company may use the name and likeness of Advisor on the Company's website and to publicize that Advisor is a member of the AB on the Company's marketing materials. View More

Dispute Resolution. 15.1.Any dispute arising out of or relating to this Agreement, including any non-payment related allegation of a material breach, will be resolved as follows: A party will send notice of the dispute or material breach, including a detailed description of the issues and relevant supporting documents. Management from each party will then try to resolve the dispute. If the parties do not resolve the dispute within 30 calendar days after the dispute notice, either party may send notice of a demand f...or mediation. The parties will then try to resolve the dispute with a mediator. If the parties do not resolve the dispute within 60 calendar days after the mediation demand, either party may begin litigation or the party alleging the material breach may terminate this Agreement. 15.2.Either party may at any time may seek an injunction or other equitable remedies for misappropriation of trade secrets, breach of confidentiality obligations, or infringement of IPR, without complying with the process in Section 15.1. View More

Dispute Resolution. The provisions of this Section 28 will be the exclusive means of resolving disputes arising out of or relating to the Plan. The Company and the Participant, or their respective successors (the "parties"), will attempt in good faith to resolve any disputes arising out of or relating to the Plan by negotiation between individuals who have authority to settle the controversy. Negotiations will be commenced by either party by notice of a written statement of the party's position and the name and tit...le of the individual who will represent the party. Within thirty (30) days of the written notification, the parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Plan must be brought in the United States District Court for Delaware (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Delaware state court) and that the parties will submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL 13 OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 28 is for any reason held invalid or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary to make it or its application valid and enforceable. 14 EX-10.8 9 d934473dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 FORM OF LAIRD SUPERFOOD, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 2020 Employee Stock Purchase Plan (this "Plan") of Laird Superfood, Inc., a Delaware corporation (the "Company"). Capitalized terms are used as defined in Section 2 of this Plan. View More

Dispute Resolution. 9.1 Disputes. Subject to Section 11.3, any claim, dispute, or controversy as to the breach, enforcement, interpretation or validity of this Agreement (each, a "Dispute") will be referred to the Chief Executive Officer of the Company and the Chief Executive Officer of BioAtla (the "Executives") for attempted resolution. In the event such Executives are unable to resolve such Dispute within 30 days of such Dispute being referred to them, then, upon the written request of either party to the other ...party, the Dispute shall be subject to arbitration in accordance with Section 11.2, except as expressly set forth in Section 11.3. 9.2 Arbitration. View More

Dispute Resolution. The parties agree to discuss in good faith any alleged default described in Sections 14(a)(vii) or 14(b)(vii) (each generally constituting a failure to abide the terms of this agreement) telephonically within forty-eight (48) hours of that notice of the alleged breach is received by the other party. If the alleged issue is not then resolved, then the parties agree to meet in person within seven (7) days to attempt in good faith to resolve the issue. If the issue persists, then the parties shall ...resolve the dispute as set forth below. The foregoing shall not preclude any party seeking interim emergency injunctive relief. (a) Mediation. Except if emergency injunctive relief is required, any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") that cannot be settled through negotiation shall be mediated by the parties before a single mediator in Clark County, Nevada, or any other place agreed to by the Parties. Any party to this Agreement may involve the right to mediation set forth in this Section 20 (a) by sending written notice to the other party or parties of such invocation and setting forth in adequate detail the nature of the matter to be mediated. The parties to the mediation jointly shall appoint the mediator within 15 calendar days of receipt of the written notice. The mediation proceedings shall commence and be diligently pursued by the parties to this Agreement within 15 calendar days of the appointment of the mediator. Each party to the mediation shall bear its own cost and expense incurred with respect to the mediation. The cost of the mediator and the mediation procedure shall be borne equally by the parties to the mediation. (b) Arbitration. Any Dispute that cannot be settled or resolved by negotiation or through mediation to the satisfaction of all parties to the mediation within 90 days of the notice of the invocation of mediation pursuant to Section 20(a) above shall be resolved through binding arbitration. Any party may have the right to arbitration set forth in this Section 20(b) by sending written notice to the other party or parties of such invocation. The parties shall name a single arbitrator within 20 calendar days after such written notice. If the parties fail to select an arbitrator, then each party shall designate a third-party attorney duly licensed and in good standing in the state of Nevada, which two designees shall together designate a third person, duly licensed in the state Nevada, which person shall be the arbitrator. If those designees cannot agree on an arbitrator, then the arbitrator shall be selected in accordance with then existing rules and processes of the American Arbitration Association ("AAA"). The arbitrator shall render a decision within 60 calendar days after his or her appointment and shall conduct all proceedings pursuant to the then existing rules of AAA governing commercial transactions, to the extent such rules are not inconsistent with Nevada law and this Agreement. The cost of the arbitration procedure shall be borne by the losing party or, if the decision is not clearly in favor of one party or the other, then such costs shall be borne as determined by the arbitrator. The arbitration procedure provided for in this Agreement shall be binding arbitration and shall be the sole and exclusive remedy for any applicable Dispute. Limitations on Damages. Except for damages resulting from a breach of the confidentiality requirements of Section 7, and/or legal fees and other costs, in no event shall either Party be liable to the other for any amount of damages exceeding the greater of $50,000 or the amount received by the liable Party under this Agreement during the preceding six (6) months. View More