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SECTION 7 <br /> <br />ARBITRATION OF DISPUTES RESPECTING RELEASE OF SOURCE CODE <br /> <br /> 7.1. Arbitration. In the event of any dispute respecting release of the Source <br />Code under §5 hereof, representatives of Licensor and Licensee shall meet no later than <br />five (5) days after delivery of Licensor's notice objecting to such release and shall enter <br />into good faith negotiations aimed at curing the alleged breaches by Licensor of its <br />obligations to provide Support Services. If such persons are unable to resolve the dispute <br />in satisfactory manner within the following five (5) days, either Licensor or Licensee may <br />seek binding arbitration under §8 hereof. <br /> <br />SECTION 8 <br /> <br />ARBITRATION PROCEDURE; COSTS <br /> <br /> 8.1. Arbitration Procedure. Upon receipt by Escrow Agent of written notice by <br />Licensor and Licensee calling for arbitration with respect to any dispute respecting release <br />of the Source Code under §5 hereof, the matter shall be submitted to binding arbitration. <br />Such arbitration shall be conducted under the commercial rules then prevailing of the <br />American Arbitration Association, by a panel of not less than three (3) arbitrators <br />appointed by the American Arbitration Association, at least one (1) of whom must have <br />substantial experience in the field of computer software technology and licensing. The <br />sole issues for arbitration shall be whether Licensor has failed to provide Support Services <br />in accordance with the License Agreement and the Software End-User and Support <br />Agreement. If the arbitrator shall so determine, they shall forthwith so notify the parties <br />and the Escrow Agent shall forthwith deliver the Source Code to Licensee. The decision <br />of the arbitrator shall be binding on Licensor and Licensee and may be entered and <br />enforced in any court of competent jurisdiction by either party. <br /> <br /> 8.2. Costs of Arbitration. The prevailing party in the arbitration proceeding shall <br />be awarded reasonable attorneys fees, expert witness costs and expenses, and all other <br />costs and expenses incurred directly or indirectly in connection with these proceedings, <br />unless the arbitrator shall for good cause determine otherwise. <br /> <br />5 <br /> <br /> <br />