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provided, however, that prior to any such disclosure LICENSEE shall make reasonable efforts to provide notice to SUN RIDGE with prior to such disclosure, allowing enough time for SUN RIDGE to seek a protective order, injunctive relief, or other appropriate remedy. If SUN RIDGE contends that any documents are exempt from disclosure and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before LICENSEE's deadline to disclose such Confidential Information under applicable law. LICENSEE shall provide SUN RIDGE with all reasonable assistance, at SUN RIDGE's expense, in obtaining such protections. if SUN RIDGE fails to obtain such a remedy before the deadline for LICENSEE to respond to requests for such information, LICENSEE will disclose the requested information and shall not be liable or responsible for such disclosure. For the sake of clarity, such disclosure shall not be considered a breach of any section of this LICENSE AGREEMENT, including, without limitation, Sections 4.1.8 and 10. LICENSEE shall only be required to provide notice pursuant to this Section for Confidential Information, documents, or records that SUN RIDGE (a) SUN RIDGE has clearly marked "CONFIDENTIAL" or "PROPRIETARY" AND (B) SUN RIDGE has clearly identified specific lines containing confidential information. 12. GENERALTERMS 12.1. GOVERNING LAW. This LICENSE AGREEMENT will be construed by and enforced in accordance with the laws of the state of California, exclusive of choice of law or conflicts of law rules or principles. 12.2. ARBITRATION. If a dispute arises from or related to this LICENSE AGREEMENT or the breach of this LICENSE AGREEMENT and if such dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this LICENSE AGREEMENT, or breach of this LICENSE AGREEMENT, shall be settled in arbitration to be held in Sacramento, California. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, and the parties shall be allowed discovery in accordance with the California Code of Civil Procedure. If SUN RIDGE and LICENSEE cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of SUN RIDGE and LICENSEE (or, if a party fails to make a choice, by the American Arbitration Association on behalf of such party) and the two arbitrators so chosen will select one additional arbitrator. The decision of the single arbitrator jointly selected by SUN RIDGE and LICENSEE, or, if three arbitrators are selected, the decision of any two of them will be final and binding on the parties and the judgment of a court of competent jurisdiction may be entered on such decision. The prevailing party shall be entitled to recover reasonable fees and expenses resulting from any arbitration proceeding. Page 8 of 9 REV: 04-17-18 JS ATTY/AGR.2018.085/Sun Ridge Systems