Informal negotiation. The parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms (a “Dispute”) through direct discussion. Either party may begin by written notice describing the Dispute and the relief sought.
Mediation. If the Dispute is not resolved within thirty (30) days after that notice, either party may submit it to non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, taking place in DuPage, Kane, Kendall, Will, or Grundy County, Illinois.
Arbitration. If the Dispute is not settled through mediation within thirty (30) days after mediation begins, it shall be finally resolved by arbitration administered by the AAA under its Commercial Arbitration Rules, before one neutral arbitrator seated in DuPage, Kane, Kendall, Will, or Grundy County, Illinois. Judgment on the award may be entered in any court of competent jurisdiction.
Equitable relief. Either party may seek temporary injunctive or other equitable relief in an Illinois state or federal court located in DuPage, Kane, Kendall, Will, Grundy, Cook, or Winnebago County to prevent misuse of confidential or proprietary information, without waiving the agreement to arbitrate.
Fees. The prevailing party in any arbitration or court proceeding is entitled to recover reasonable attorney’s fees, costs, and expenses.
Governing law and venue. These Terms and any Dispute are governed by the laws of the State of Illinois, without regard to its conflict-of-law principles; the Federal Arbitration Act governs the arbitration provisions. Venue for state-court proceedings is limited to courts in DuPage, Kane, Kendall, Will, Grundy, Cook, or Winnebago County, Illinois, and for federal proceedings the United States District Court for the Northern District of Illinois. Each party consents to that jurisdiction and waives objection on grounds of forum non conveniens.