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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> 11.6 Interpretation. In the event any claim is made by any Member relating to <br /> any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or <br /> persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the <br /> request of a particular Member or his or her counsel. <br /> 11.7 References to this Agreement. Numbered or lettered articles, sections and <br /> subsections herein contained refer to articles, sections and subsections of this Agreement unless <br /> otherwise expressly stated. <br /> 11.8 Governing Law. This Agreement shall be construed in accordance with,and <br /> governed in all respects by, the internal laws of the State of Colorado without giving effect to <br /> principles of conflicts of laws. <br /> 11.9 Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of <br /> the state and federal courts sitting in Ouray County, Colorado in any action on a claim arising out <br /> of,under or in connection with this Agreement or the transactions contemplated by this Agreement, <br /> provided such claim is not required to be arbitrated pursuant to Section 11.10 hereof. Each Member <br /> further agrees that personal jurisdiction over him or her may be effectuated by service of process <br /> by registered or certified mail addressed as provided in Section 11.14 hereof, and that when so <br /> made shall be as if served upon him or her personally within the State of Colorado. <br /> H.10 Disputed Matters. Any dispute, controversy or claim arising out of or <br /> relating to this Agreement shall, at first instance, be referred to a mediator for resolution with the <br /> mediation to take place in Ouray County, Colorado. The Parties shall agree upon a mediator who <br /> has specific experience with business transactions and/or non-competition and non-solicitation <br /> agreements. The Parties shall mutually agree upon a mediator within 14 days and schedule such <br /> mediation.The Parties involved shall equally pay their respective portion of the costs of mediation. <br /> Should the mediation fail, in whole or in part, the Parties shall submit all disputes not settled in <br /> mediation to final and binding arbitration in Ouray County, Colorado, before JAMS and its then- <br /> prevailing commercial arbitration rules. Notwithstanding the foregoing, the Parties adopt and agree <br /> to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the Execution Date <br /> of this Agreement)with respect to any final award in an arbitration arising out of or related to this <br /> Agreement. Arbitration under this Section 11.10 shall be initiated by a written demand for <br /> arbitration specifying the controversy or claim on which arbitration is sought, as well as the relief <br /> requested. The arbitrator shall be a single retired judge or an attorney with significant experience <br /> and expertise in matters involving business and corporate transactions. The arbitrator shall set a <br /> limited time period for, and shall establish procedures designed to reduce the time and cost of, <br /> discovery while allowing the parties an opportunity, adequate in the'sole judgment of the arbitrator, <br /> to discover relevant information from the opposing parties about the subject matter of the dispute. <br /> Judgment upon the award rendered by the arbitrator may be entered into any court having <br /> 24 <br />