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13.3. Confidentiality. shall impair any such right or power or be construed to be a waiver thereof. A waiver by any Party
Any information delivered or disclosed to a Member which is not otherwise public, known to such hereto of any of the terms, covenants, conditions or agreements hereof to be performed by the other
Member and independently developed or received by such Member, will be held as proprietary and Party shall not be construed to be a waiver or diminution of any succeeding breach thereof or of any
confidential information of the Company and will not be disclosed to any third party except with other term, covenant, condition or agreement herein contained. The rights and remedies provided
the prior written consent of all of the Members. Each Member will, in good faith, attempt to restrict by this Agreement are cumulative and the use of any one right or remedy by any Party shall not
any such confidential information only to those parties who have a need to know, in order for such preclude or waive the right to use any or all other remedies. Said rights and remedies are given in
Member to perform its duties hereunder. Parties who need to know may include any consultant addition to any other rights the Parties may have by law, statute, ordinance or otherwise.
which may be retained by such Member in performing its duties hereunder. In addition, information 13.9. Governing Law.
covered hereby may be disclosed to any governmental or regulatory agency to which the information This Agreement will be construed according to and governed by the laws of the State of Delaware.
must be disclosed by law and may also be introduced or pled in litigation or similar proceedings.
Any disclosures of information covered hereby deemed by a Member to be required by law will, 13.10. Power of Attorney.
unless otherwise required by law, be preceded by notice in writing to the other Members at least ten Each Member, including any additional or substituted Member, by the execution of this Agreement
(10) days prior to such disclosure. or any counterpart hereof, or the acceptance of an Assignment of any interest in the Company,
hereby irrevocably constitutes and appoints the Manager, in each case with full power of
13.4. Additional Documents. substitution, his true and lawful agent and attorney-in-fact, with full power and authority in his
Each Party hereto agrees to execute, with acknowledgment or affidavit, if required by the Manager, name, place and stead, to make, execute, acknowledge, swear to, deliver, file and record (a) such
any and all documents which may be necessary or expedient in connection with the creation of the amendments to this Agreement and the Company’s Articles of Organization as are necessary to admit
Company and the achievement of its purposes and such and other instruments necessary to comply a substituted or additional Member to the Company pursuant to the terms of this Agreement and (b)
with any laws, rules or regulations or to further the purposes and/or intent of this Agreement. such documents and instruments as are necessary to cancel the Company’s Articles of Organization,
13.5. No Third-Party Beneficiary. upon termination of the Company. The foregoing power of attorney, being coupled with an interest,
Nothing contained in this Agreement will be deemed to create any third-party beneficiary status or is hereby declared to be irrevocable, and will survive and not be affected by the subsequent death,
grant any rights to any capital contributions to any Party, which is not a Member. disability, dissolution or incapacity of any Member.
13.6. Validity. 13.11. Arbitration.
If any provision of this Agreement is determined by a court of competent jurisdiction to require the Any controversies or disputes arising out of or relating to this Agreement shall be resolved by
Parties to perform or to fail to perform an act which is in violation of applicable law, this Agreement binding arbitration in accordance with the then-current Commercial Arbitration Rules of the
shall be limited or modified in its application to the minimum extent necessary to avoid a violation American Arbitration Association. The Parties so affected shall select a mutually acceptable
of law, such invalidity will not affect in any respect the validity of the remainder of the Agreement arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event
and, as so limited or modified, this Agreement shall be enforceable in accordance with its terms. the Parties are unable to agree to such a selection, each Party will select an arbitrator and the two
13.7. Survival of Terms of Agreement. arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the
Notwithstanding anything contained herein to the contrary, this Agreement shall be binding upon matter. The arbitration shall take place at a location that is reasonably centrally located between the
and inure to the benefit of the Parties hereto, their respective heirs, successors, assigns and personal Parties, or otherwise mutually agreed upon by the Parties. All documents, materials, and information
representatives, and all of the terms and provisions of this Agreement that by their context are to in the possession of each Party that are in any way relevant to the dispute shall be made available to
survive any event or action contemplated hereunder or which represent continuing obligations of the the other Party for review and copying no later than 30 days after the notice of arbitration is served.
parties, shall, in fact, survive all matters and events contemplated hereunder. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award
13.8. Waivers. punitive damages. The arbitrator(s) shall have the power to issue and award: mandatory orders;
No delay or omission by any party hereto to exercise any right or power occurring upon any restraint orders; compensatory damages; liquidated damages; and the reimbursement for all Attorney
noncompliance or failure of performance by the other Party under the provisions of this Agreement and other fees, costs and expenses associated with the contesting and prosecution of the arbitration.
Re-LIFE-Ment: Reinventing Past Notions of Retirement Re-LIFE-Ment: Reinventing Past Notions of Retirement
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