B. Upon termination, Licensee shall discontinue using the Licensed Materials.
V. INTERPRETATION AND ENFORCEMENT
A. Entire Agreement. This Agreement states the entire agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to this Agreement.
B. Severability. If any provision of this Agreement shall be held by a court or other adjudicative body with jurisdiction thereof to be illegal, against public policy, or otherwise unenforceable, such holding shall not affect the enforceability of any other provisions. The parties further agree that such offending provision shall be deleted from this Agreement as of the effective date hereof, as if it had never existed.
C. Notices. All notices or other communications to Peaceful Playgrounds shall be in writing, sent by air or express mail, and shall be deemed given if (i) delivered by FedEx, signature required or other similar method, (ii) or mailed by registered United States mail return receipt requested, or (iii) sent by facsimile to the address set forth below:
Peaceful Playgrounds, Inc. Attention: Melinda Bossenmeyer 603B East Daugherty
Webb City, MO 64870
All notices or other communications to Licensee shall be sent to Licensee at the address indicated on the Grant and Certificate of License.
D. No Waiver or Modification. No waiver or modification of this Agreement or of any covenant, condition or limitation herein shall be valid unless in writing and duly executed by the party to be charged therewith.
E. Full Understanding. Except as otherwise expressly provided for herein, there are no other representations or warranties, express or implied, written or oral concerning the parties or the subject matter hereof.
F. Arbitration/Mediation. If a dispute arises from or relates to this Agreement or the breach thereof and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by ADR in Los Angeles, California before resorting to binding arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this contract or breach thereof shall be settled by binding arbitration administered by ADR in Los Angeles, California in accordance with California law and ADR’s then Rules and Procedures. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The arbitrator shall determine all questions of arbitrability, including, without limitation, the scope of this agreement to arbitrate, the subject matter of the dispute, and any other disagreement or conflict among the Parties whether such dispute existed prior to, or arises after, the date of this Agreement in accordance with California law.
The arbitrator, in the interest of justice, shall have the power to order discovery reasonably necessary to enable the Parties to participate effectively in the evidentiary hearing. Consistent with the Parties’ intent that the arbitration be an efficient and economical proceeding, the scope of discovery shall include, but not limited to, a prehearing exchange of non-privileged documents, depositions, summaries of testimony of proposed witnesses, and other appropriate discovery of information.
The arbitrator shall have the authority to award any remedy or relief that a California court, or any federal court sitting in California, could order or grant including, without limitation, specific performance of any obligation created under this Agreement. The arbitrator is empowered to award damages in excess of compensatory damages including punitive damages, exemplary or similar damages, and as award of arbitration, costs to a Party to compensate for dilatory or bad faith conduct in the arbitration.
The arbitrator is authorized to award any Party such sums as he or she deems proper for the expense and trouble of arbitration including arbitrator’s and attorneys’ fees and interest, at such rate and from such date the arbitrator may fix.
