There shall only be two (2) parties to the arbitration proceeding, which shall be the two (2) signatories to this Agreement. No other persons or entities shall be parties to the arbitration proceeding, regardless of whether the other persons or entities are related or connected, and regardless of whether the other persons or entities were in any manner connected to or involved in the events giving rise to the Dispute. No arbitration proceeding commenced hereunder may be consolidated or joined with any other arbitration proceeding, regardless of whether the other arbitration proceedings arise from the same transaction or relate to the same subject matter. Additionally, there shall be no right or authority for any Disputes to be arbitrated or decided on a class action basis.
All arbitration hearings conducted hereunder, and all judicial proceedings to enforce any of the provisions hereof, shall take place in Hennepin County, Minnesota. The hearing before the arbitrators of the matter to be arbitrated shall be at the time and place within said County as is selected by the arbitrators. Notice shall be given and the hearing conducted in accordance with the Uniform Arbitration Act. After selection of the arbitrators as above provided, the arbitration hearing shall be conducted in accordance with the Commercial Rules of the American Arbitration Association.
The decision of any two (2) arbitrators with respect to a Dispute shall be binding and conclusive and non‑appealable and shall be submitted to the court for confirmation with the same effect as a judgment. Each of the parties hereby irrevocably waives punitive, exemplary, consequential and other non‑compensatory damages in connection with any arbitration award with respect to any Dispute.
The costs and expenses of arbitration, including the fees of the arbitrators, shall be borne by the losing party or in such proportions as the arbitrators shall determine. The successful party shall recover as expenses all reasonable attorneys’ fees incurred by said party in connection with the arbitration proceedings.
9.3. Exclusivity. Each party agrees that compliance with the requirements of this Section 9 is a condition to its right to assert any claims with respect to a Dispute in any other forum, except only as set forth in Section 9.4 below.
9.4. Exceptions. Notwithstanding any other provision of this Agreement, Golden Outlook may enforce Agent's compliance with any restrictive covenant, policy replacement prohibition, confidentiality provision or trade secret provision contained in this Agreement to the fullest extent permitted by law by seeking any remedy available at law or in equity, including but not limited to obtaining a temporary restraining order or injunction, without having to mediate and/or arbitrate, and without need to post a bond to do so. In addition, nothing contained in this Agreement shall in any manner limit Golden Outlook’s rights to recover through legal process all amounts due to Golden Outlook. Agent agrees that Agent is not excused from complying with any provision of this Agreement because of any claim Agent may have against Golden Outlook.
10. General Terms.
10.1. Change in Control Notice. Agent must provide at least sixty (60) days prior notice to Golden Outlook of the closing date of any transaction described in this Section. Upon request, and subject to any applicable confidentiality restrictions or obligations, Agent must provide Golden Outlook any and all information about the transaction that Golden Outlook reasonably requests. Upon receipt of such notice from Agent, Golden Outlook may terminate this Agreement, in whole or in part, immediately by providing written notice to Agent. If the Agreement is not terminated in its entirety, Golden Outlook must specify in its termination notice the portions hereof that shall be terminated in accordance with this Section.
10.2. Independent Contractors. In performance of this Agreement, Agent acknowledges that Agent is at all times acting as independent contractors and are not an agent of Golden Outlook. Nothing in this Agreement will be construed or deemed to create an employer-employee, joint venture, or partnership relationship between Golden Outlook and Agent. Agent will be solely responsible for all legally required tax withholding for Agent and Agent’s employees, solicitors and agents as well as for all expenses related to performance of any obligations under this Agreement and providing or obtaining benefits, including, but not limited to, insurance.
If Golden Outlook takes a position that Agent feels is contrary to Agent’s status as independent contractors or requires Agent to act in a way that is contrary to their status as independent contractors, Agent agrees to notify Golden Outlook immediately.
10.3. Assignment. Agent may not, without express written consent of Golden Outlook, which will not be unreasonably withheld, assign any of its rights or responsibilities hereunder. Golden Outlook may assign its rights hereunder in its sole discretion. In the event of an assignment, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors, transferors, or assignees.
10.4. Amendments. Golden Outlook may amend this Agreement by providing notice of the amendment and its effective date to Agent thirty (30) or more days before the proposed effective date of such amendment. The amendment will automatically become effective without Agent’s consent or written agreement unless Agent notifies Golden Outlook that Agent is terminating this Agreement before the effective date of the amendment. Amendments made by Golden Outlook to comply with applicable laws or regulations shall become effective upon providing written notice to the Agent and shall be binding on Agent without Agent’s consent or written agreement.
10.5. Discontinuance of Policies. Golden Outlook and the Carriers may discontinue, withdraw or replace any policy of coverage without incurring any liability.
10.6. Governing Law. This Agreement shall be governed and construed according to the laws of the state of Minnesota.
10.7. Severability. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect.
10.8. Enforcement. Failure to enforce any provision of this Agreement or to insist on strict compliance will not be construed as a waiver of such provision or any other rights, privileges or remedies.
10.9. Entire Agreement. This Agreement and Exhibits attached hereto constitute the entire agreement between the parties relating to the subject matter contained in it and supersede all prior and contemporaneous agreements between the parties. No modification or waiver of this Agreement shall be binding unless executed in writing by the parties.
10.10. Survivability. Sections 1, 2, 3, 4, 5, 6, 8, 9, 10.3, 10.5 and 10.7 and any other provisions which, by their nature, should continue to exist following termination of this Agreement, shall survive the termination of this Agreement.
10.11. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered to the party to whom notice is to be given either (a) by personal delivery (notice shall be deemed given on the date of delivery), (b) by Federal Express or other next day delivery service (notice shall be deemed given on the date of actual receipt), (c) by first class mail, postage prepaid certified or registered return receipt requested(notice shall be deemed given on the date of actual delivery), (d) by facsimile with confirmation of transmission (notice shall be deemed given on the date of the document confirming transmission), or (e) email delivery.