|
address set forth below and, in the case of Granicus, Inc., to its principal executive offices to the
<br />attention of the Chief Executive Officer, or at such other address for a party as may be specified by
<br />like notice.
<br />9.8 Syecific Performance: Remedies Cumulative. The parties acknowledge that a
<br />breach of this Agreement shall result in irrepazable and continuing damage and cannot be
<br />adequately compensated for by money damages and agree that specific performance is an
<br />appropriate remedy for any breach or threatened breach hereof. Accordingly, in addition to any
<br />other remedies available to a party at law, in equity or by statute, the parties (a) consent to the
<br />issuance of any injunctive relief or the enforcement of other equitable remedies against it (without
<br />bond or other security) to compel performance of any of the terms of this Agreement, and (b)
<br />waive any defenses thereto, including without limitation, the defenses of failure of consideration,
<br />breach of any other provision of this Agreement, and availability of relief in damages. All
<br />remedies, whether under this Agreement, provided by law, or otherwise, shall be cumulative and
<br />not alternative.
<br />9.9 Mediation and Arbitration. If any dispute, controversy or claim arises under this
<br />Agreement, the parties shall negotiate in good faith to settle the matter. If the pazties aze unable to
<br />resolve the matter within a reasonable time, the pazties shall submit the matter to mediation by a
<br />trained mediator approved by both parties, the cost of which shall be shared equally by the parties.
<br />Any dispute, controversy or claim arising under this Agreement not resolved through mediation
<br />within a reasonable period of time (not to exceed ninety (90) days) shall be finally settled by
<br />arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
<br />Association in effect on the date of this Agreement by a single azbitrator appointed in accordance
<br />with such Rules. The appointing authority shall be the American Arbitration Association. The
<br />parties shall share the costs of any azbitration equally, unless the awazd of the azbitrator provides
<br />otherwise. The azbitrator's award shall be non-appealable and enforceable in any court of
<br />competent jurisdiction. The place of mediation or azbitration shall be San Francisco, California.
<br />Nothing in this Section 11.9 shall preclude any pazty from seeking injunctive relief or other
<br />equitable remedies (whether prior to or during such mediation or azbitration) if necessazy to protect
<br />the interests of such party.
<br />10. DEFINITIONS.
<br />In addition to the capitalized terms otherwise defined herein, the following additional
<br />capitalized terms shall have the meanings set forth below, unless the context cleazly otherwise
<br />requires:
<br />10.1 "Confidential Information" shall mean all business, technical and other
<br />information (including without limitation, all product, services, financial, mazketing, engineering,
<br />research and development information, product specifications, technical data, data sheets,
<br />programs, software, inventions, processes, know-how, chip designs, mask works, designs,
<br />drawings and any other documentation), disclosed from time to time by the disclosing party to the
<br />receiving party, directly or indirectly in any manner whatsoever (including without limitation, in
<br />writing, orally, electronically, in all types of disks, diskettes, computer memory or storage or other
<br />media, or by drawings or inspection of physical items, and whether or not modified or merged into
<br />other materials); provided, however, that the term "Confidential Information" shall not include the
<br />Content that is intended to be published on the Website.
<br />7 Version 3.9
<br />
|