Nautilus 2009 Annual Report Download - page 151

12. Export Restrictions. Buyer agrees to comply with all applicable international and national laws that apply to products, including U.S.
Export Administration Regulations, as well as End-User, End-Use and Destination restrictions issued by the United States and other
governments. Nothing in the preceding sentence shall be construed to grant Buyer any rights to in any manner for any purpose not expressly
recited by this Stairmaster Technology Agreement.
13. Controlling Law, Venue and Dispute Resolution.
A. Court and Law. This Stairmaster Technology Agreement shall be interpreted in accordance with and governed by the substantive and
procedural laws of the State of Washington, without regard to choice-of-law principles. The parties hereby irrevocably consent to the
exclusive jurisdiction of the courts of the State of Washington, Clark County, or of a U.S. District Court for the Western District of
Washington, USA in connection with any dispute relating to this Stairmaster Technology Agreement and/or to any alleged breach of this
Stairmaster Technology Agreement. Each party hereby irrevocably waives any objection that the party may now or hereafter have
regarding this choice of forum.
B. Resolution Procedures. The parties agree to follow procedures set forth in sub-sections 13.C. – 13.E. for the resolution of any dispute,
whether this Stairmaster Technology Agreement specifically recites the applicability of these dispute resolution procedures to the dispute.
C. Negotiated Resolution. Buyer and Nautilus wish to avoid disputes. In the event of any dispute, the parties shall first attempt to resolve
the matter by an in-person meeting between executive level managers of Buyer and Nautilus to review a presentation by each of them
concerning the dispute. The meeting will be held in Seattle, Washington unless otherwise agreed. Unless otherwise agreed by Buyer and
Nautilus, only if the executive level managers are unable to resolve the dispute within the shorter of thirty (30) days of the first such
meeting or forty-five (45) days from the first Written Notice by either Party requesting such meeting, shall any party be free to proceed
under Section 13.D.
D. Mediation. Any dispute that has not been resolved under Section 13.C. shall be the subject of non- binding mediation before a single
impartial mediator selected by mutual agreement of Buyer and Nautilus. This mediator shall be an attorney with at least 15 years
experience in intellectual property licensing issues. Buyer and Nautilus agree to make a good faith effort to select a mediator within thirty
(30) days from the date that the mediation is first requested by Written Notice by either Buyer or Nautilus. Unless otherwise agreed to by
the parties, the mediation will be held in Seattle, Washington and shall be completed within sixty days of any such Written Notice of a
request for mediation. A party shall not be entitled to