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REV: 12-14-23 VR 20.2 If such executives cannot resolve such dispute to their mutual satisfaction within thirty (30) additional days, or such other period of time as mutually agreed upon by such executives, then the parties agree to try in good faith to settle the dispute by note less than one full day of mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. 20.3 Any controversy, dispute or claim for money damages arising out of or relating in any way to this Agreement that is not resolved by mediation shall be settled exclusively by arbitration in City and County of San Francisco. Such arbitration shall be subject to the then prevailing Rules for Non- Administered Arbitration of the AAA. One (1) independent and impartial arbitrator shall be appointed by mutual agreement. The fees and expenses of the AAA and the arbitrator shall be shared equally by the parties and advanced by them from time to time as required. The arbitrator shall permit and facilitate such discovery as he shall determine appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost effective. You and we shall keep confidential, and shall not use for any purposes other than in connection with the arbitration, any proprietary information, trade secrets or other non-public information disclosed in discovery. The arbitrator shall render an award within 90 days of the conclusion of the arbitration hearing. The award of the arbitrator shall be accompanied by findings of fact and a written statement of reasons for the decision. The arbitrator shall make his award in strict conformity with this Agreement and shall have no power to depart from or change any of the provisions hereof. The parties agree to be bound by any award rendered in such arbitration proceeding. Any judgment thereon may be enforced in any court having jurisdiction. 20.4 Notwithstanding the foregoing, in the event of a violation of (a) a Party’s proprietary or confidentiality rights under clause 7, or (b) a party’s proprietary or confidentiality rights under clause 18, nothing in this Section shall prohibit either party from immediately applying to a court of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or other similar equitable relief. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY FOR ANY ACTION OR PROCEEDING BROUGHT IN RELATION TO THIS AGREEMENT. 21. General 21.1 This Agreement constitutes the entire agreement between you and us relating to the use of the Service, the website and the Software and supersedes all other agreements or understandings between us and you. 21.2 If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the provisions will remain in full force and effect. 21.3 Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver of any breach or right to enforce which may thereafter occur. No waiver may be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein. 21.4 Neither party will be liable for any failure or delay in performing its obligations, in terms of this agreement, due to circumstances beyond its reasonable control. 21.5 You may not assign this Agreement, in whole or in part, to any third party without our prior written consent. 21.6 We are your independent contractor, and are not your employee or agent. Nothing in this Agreement shall render or be construed to make us (including any of our agents, employees or subcontractors) your partners, joint venturers, employees or agents. ATTY/AGR.2023.308/Bridgeall Libraries Limited (Collection HQ 2023 Agreement) (Page 23 of 25)