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to the extent that such failure or delay results from causes outside the reasonable control of the Party,
<br />including but not limited to governmental actions, acts of terrorism, transportation or labor strikes,
<br />environmental conditions, fire, flood, riot, strike, life or health -threatening conditions.
<br />22. ALTERNATIVE DISPUTE RESOLUTION.
<br />22.1 Any dispute, claim, or controversy arising ouit of or relating to this Agreement or the breach,
<br />termination, enforcement, interpretation, or validity thereof, including the determination of the scope
<br />or applicability of this agreement to arbitrate, shall be determined by arbitration in the location
<br />selected by the Party responding to the Demand for Arbitration, before three arbitrator(s). One
<br />arbitrator shall be selected by NEC, one arbitrator shall be selected by Customer, and one arbitrator
<br />shall be selected by the arbitrators selected by NEC and Customer. The arbitration shall be
<br />administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on
<br />the Award may be entered in any court having jurisdiction. This clause shall not preclude parties
<br />from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The
<br />arbitrators may, in the Award, allocate MI or part of the costs of the arbitration, including the fees of
<br />the arbitrator and the reasonable attorneys' fees of the prevailing Party.
<br />22.2 The Parties agree that any and all disputes, claims, or controversies arising out of or relating to this
<br />Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not
<br />resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and
<br />binding arbitration pursuant to Section 22.1 above. Either Party may commence mediation by
<br />providing to JAMS and the other Party a written request for mediation, setting forth the subject of
<br />the dispute and the relief requested. The parties will cooperate with JAMS and with one another in
<br />selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings.
<br />The parties covenant that they will participate in the mediation in good faith, and that they will share
<br />equally in its costs. All offers, promises, conduct, and statements, whether oral or written,, made in
<br />the course of the mediation by any of the parties, their agents, employees, experts, and attorneys,
<br />and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any
<br />purpose, including impeachment, in any arbitration or other proceeding involving the parties,
<br />provided that evidence that is otherwise admissible or discoverable shall not be rendered
<br />inadmissible or non -discoverable as a result of its use in the mediation. Either Party may initiate,
<br />arbitration with respect to the matters submitted to mediation by filing a written demand for
<br />arbitration at any time following the initial mediation session or forty-five (45) days after the date of
<br />filing the written request for mediation, whichever occurs first. The mediation may continue after
<br />the commencement of arbitration if the parties so desire. Unless otherwise agreed by the Parties,
<br />the mediator shall be disqualified from serving as arbitrator in the case. The provisions of this
<br />Section 22,2 may be enforced by any court of competent jurisdiction, and the Party seeking
<br />enforcemenit shall be entitled to an award of all costs, fees, and expenses, including attorneys'
<br />fees, to be paid by the Party against whom enforcement is ordered.
<br />23. GOVERNING LAW. This Agreement will have been made, executed, and delivered in the State of
<br />Indiana and will be governed and construed for all purposes in accordance with the laws of the State
<br />of Indiana without giving effect to conflict of laws provisions. The parties specifically disclaim the United
<br />Nations Convention on Contracts for the International Sale of Goods.
<br />Biometric Master Purchase and Sales Agreement v10062015 Page 8
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