ALTERNATE DISPUTE RESOLUTION

The Parties recognize that from time to time a dispute may arise relating to either Party’s rights or obligations under this Agreement. Any such dispute will be resolved by the Alternate Dispute Resolution ("ADR") provisions set forth here, the result of which will be binding upon the Parties.

To begin the ADR process, a Party first must send written notice of the dispute to the other Party for attempted resolution by good faith negotiations between their respective presidents (or their designees) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the Parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The Parties will have the right to be represented by counsel in such a proceeding.

1. To begin an ADR proceeding, a Party will provide written notice to the other Party of the issues to be resolved by ADR. Within fourteen (14) days after its receipt of such notice, the other Party may, by written notice to the Party initiating the ADR, add additional issues to be resolved within the same ADR.
2. Within twenty-one (21) days following receipt of the original ADR notice, the Parties will select a mutually acceptable neutral party to preside over the resolution of any disputes. If the Parties are unable to agree on a mutually acceptable neutral party within such period, either Party may request the President of the CPR Institute for Dispute Resolution ("CPR"), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral Party pursuant to the following procedures:
   1. CPR will submit to the Parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate will be an employee, director, or shareholder of either Party or any of their subsidiaries or affiliates.
   2. Such list will include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality.
   3. Each Party will number the candidates in order of preference (with the number one (1) signifying the greatest preference) and will deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a Party believes a conflict of interest exists regarding any of the candidates, that Party will provide a written explanation of the conflict to the CPR along with its list, showing its order of preference for the candidates. Any Party failing to return a list of preferences on time will be deemed to have no preference.
   4. If the Parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately will designate as the neutral party the candidate for whom the Parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the Parties collectively identified three (3) or more candidates deemed to have conflicts, the CPR will review the explanations regarding conflicts and, in its sole discretion, may either (i) immediately designate as the neutral party the candidate for whom the Parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in Sections 2(a) - 2(d) will be repeated.
3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after selection, the neutral party will hold a hearing to resolve each of the issues identified by the Parties. The ADR proceeding will take place in Chicago, Illinois. If the Parties cannot agree, the neutral party will designate a location in Chicago, Illinois other than the principal place of business of either Party or any of their subsidiaries or affiliates.
4. At least seven (7) days prior to the hearing, each Party will submit the following to the other Party and the neutral party:
   1. a copy of all exhibits on which such Party intends to rely in any oral or written presentation to the neutral party;
   2. a list of any witnesses such Party intends to call at the hearing, and a short summary of the anticipated testimony of each witness;
   3. a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies will not contain any recitation of the facts or any legal arguments and will not exceed one (1) page per issue. Neither side will seek as part of its remedy any punitive damages.
   4. a brief in support of such Party’s proposed rulings and remedies, provided that the brief will not exceed twenty (20) pages. This page limitation will apply regardless of the number of issues raised in the ADR proceeding.
   Except as expressly set forth in Sections 4(a) - 4(d), no discovery will be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents.
5. The hearing will be conducted on two (2) consecutive days and will be governed by the following rules:
   1. Each Party will be entitled to five (5) hours of hearing time to present its case. The neutral party will determine whether each Party has had the five (5) hours to which it is entitled.
   2. Each Party will be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses will occur immediately after their direct testimony, and cross-examination time will be charged against the Party conducting the cross-examination.
   3. The Party initiating the ADR will begin the hearing and, if it chooses to make an opening statement, will address not only issues it raised but also any issues raised by the responding Party. The responding Party, if it chooses to make an opening statement, also will address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments will proceed in the same sequence.
   4. Except when testifying, witnesses will be excluded from the hearing until closing arguments.
   5. Settlement negotiations, including any statements made therein, will not be admissible under any circumstances. Affidavits prepared for purposes of the ADR hearing also will not be admissible. As to all other matters, the neutral party will have sole discretion regarding the admissibility of any evidence.
6. Within seven (7) days following completion of the hearing, each Party may submit to the other Party and the neutral party a post-hearing brief in support of its proposed rulings and remedies, provided that such brief will not contain or discuss any new evidence and will not exceed ten (10) pages. This page limitation will apply regardless of the number of issues raised in the ADR proceeding.
7. The neutral party will rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling will adopt in its entirety the proposed ruling and remedy of one of the Parties on each disputed issue but may adopt one Party’s proposed rulings and remedies on some issues and the other Party’s proposed rulings and remedies on other issues. The neutral party will not issue any written opinion or otherwise explain the basis of the ruling.
8. The neutral party will be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, will be paid as follows:
   1. If the neutral party rules in favor of one Party on all disputed issues in the ADR, the losing Party will pay 100% of such fees and expenses.
   2. If the neutral party rules in favor of one Party on some issues and the other Party on other issues, the neutral party will issue with the rulings a written determination as to how such fees and expenses will be allocated between the Parties. The neutral party will allocate fees and expenses in a way that bears a reasonable relationship to the outcome of the ADR, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses.
9. The rulings of the neutral party and the allocation of fees and expenses will be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction.
10. Except as provided in Section 9 or as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings will be deemed Confidential Information. The neutral party will have the authority to impose sanctions for unauthorized disclosure of Confidential Information.
11. All ADR hearings will be conducted in the English language.