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A TRUE COPY CERTi;7!,CAI.10N ON LAST PAGE RYAN L. BUTLER, CLERK ARTICLE IX DISPUTE RESOLUTION PROCEDURES Section 9.01. Resolution of Disputes. The parties agree to work in good faith toward resolution of disputes arising during the Term of this Agreement. If they are unable to resolve the dispute through informal discussions, either party may submit a written objection to the other party describing and proposing a manner of resolving that dispute. The party receiving such objection shall respond by accepting, rejecting, or modifying such proposal, in writing, within thirty (30) days of the date that it receives the proposal. If the proposal is accepted, then the acceptance shall be deemed an agreement between the parties. If the proposal is rejected or modified, then the parties shall resume good faith efforts to resolve the dispute for a period of thirty (30) days after notice of the rejection or modification is given. Section 9.02. Arbitration. Without limiting Client's termination rights hereunder, the parties shall attempt to resolve any dispute or claim arising out of the interpretation of or performance under this Agreement through informal discussions. Any and all disputes, controversies or claims (including without limitation tort claims, requests for provisional remedies or other interim relief and issues as to arbitrability of any matter) arising out of, in connection with, or relating to this Agreement, or the breach thereof, that cannot be settled through informal discussions shall be settled by arbitration administered by the American Health Lawyers Association arbitration services ("AHLA") pursuant to its arbitration rules and procedures; provided, however, that the provisions contained in this Agreement shall govern over any conflicting rules that may now or hereafter be contained in the AHLA rules. The parties agree that the Expedited Review set forth in the AHLA rules of procedure shall be employed. The arbitration shall be held in a mutually agreeable location before a single arbitrator and commence within sixty (60) days of the appointment of the arbitrator. The arbitrator shall render an award no later than ten (10) days after the conclusion of such hearing, unless otherwise mutually agreed in writing by the parties. The expenses of the arbitration, including reasonable attorney's fees, will be paid for by the party against whom the award of the arbitrator is rendered (provided, however, that the arbitrator may apportion the fess amongst the parties based on relative fault or liability as provided in such award). The award of the arbitrator will be final and binding on the parties, and judgment upon such award maybe entered in any court having jurisdiction thereof. The arbitration proceeding provided for herein is a private proceeding and no party shall disclose or publicize the decision of the arbitrator other than as required by Law. The arbitrator will not have the power to alter, amend, or otherwise affect the terms of the dispute resolution provisions set forth in this section or any other provisions contained in this Agreement. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to enforce a breach or alleged breach of Section 8.03 (Confidential Information) of this Agreement. ARTICLE X MISCELLANEOUS Section 10.01. Notices. Communications in the ordinary course of performance of this Agreement, including communications regarding payment, may be conducted by any reasonable means, including, but not limited to, telephone, facsimile, or electronic mail. Any formal notice to be given in connection with this Agreement must be in writing and will be deemed to have been given and effective: (a) when received by addressee if sent by personal delivery, with written confirmation of receipt; (b) on the third day after the date mailed, if sent by certified or registered mail, return receipt requested with overnight or two-day guaranteed delivery, postage prepaid; (c) if sent by electronic mail message, on the date delivery is confirmed by recipient via an acknowledgement of receipt via receipt requested; or (d) when received by 17 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.