| remedy or relief he or she deems just and equitable and within the scope of this Agreement, including,
without limitation, an injunction or order for specific performance. Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator
and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and
disbursements, and/or the fees and costs of the Administrator and the Arbitrator. The Arbitrator’s award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Paragraph 10(C) will restrict either
party from applying to any court of competent jurisdiction for injunctive relief.
D. Neither party may assign its rights or delegate its obligations hereunder, either in whole or in part,
whether by operation of law or otherwise, without the prior written consent of the other party, including in the case of FLG any change in the FLG Member. The rights and liabilities of the parties under this Agreement will bind and inure to the
benefit of the parties’ respective successors and permitted assigns.
E. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent
be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.
F. This Agreement, the Exhibits, and
any executed Non-Disclosure Agreements specified herein and thus incorporated by reference constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof
and supersede all prior and contemporaneous agreements or understandings, express or implied, written or oral, between the parties with respect hereto. The express terms hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.
G. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may
be waived, only by a writing signed by the parties. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or
succeeding breach or default. |
|
|
|
H. With the consent of Client (not to be unreasonably withheld) upon completion of
the engagement hereunder FLG may place customary “tombstone” advertisements using Client’s logo and name in publications of FLG’s choice at its own expense, and/or cite the engagement in similar fashion on FLG’s website.
I. If Client discloses FLG
Member’s name on Client’s website (such as in an executive biography, for example), press releases, SEC filings and other public documents and media, then Client shall include in the description of FLG Member a sentence substantially the
same as “[FLG Member] is also a partner at FLG Partners.”
J. If and to the extent that a party’s performance of any of its obligations pursuant to this
Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such
party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions of the
non-performing party, then the non-performing, hindered or delayed party shall be excused for such non-performance, hindrance or
delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance whenever and to whatever extent possible
without delay, including through the use of alternate sources, workaround plans or other means.
K. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts,
each of which when executed and delivered shall constitute an original, but all the counterparts together constitute one and the same instrument.
L. This Agreement may be executed by facsimile signatures (including electronic versions of this document
in Adobe Acrobat Portable Document Format form which contain scanned or secure, digitally signed signatures) by any party hereto and such signatures shall be deemed binding for all purposes hereof, without delivery of an original signature being
thereafter required.
M. Survivability. The following Paragraphs shall survive the termination of this Agreement: 6
(“Disclaimers and Limitation of Liability”); 7 (“Indemnification”); 8 (“Representations and Warranties”); 9 (“Work Product License”); and 10 (“Miscellaneous”). |
