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necessary, to use a mutually agreed upon alternative dispute reso lution mechan ism (other than arbitration) prior to resorting to arbitration. If the parties are unsuccessful at resolving said dispute or all eged breach, then the parties sha ll seek arb itra tion. Except as set forth in Section 5, the parties agree to submit to binding arbitration within six (6) months of the last event givi ng rise to any controversy arising out of this Agreement or involving the construction or application of any of the terms of this Agreement and to waive any statute of li mitations to the contrary. Notification to the other party of a written request for arbitration shall comply with Section 22 governing Notices. Any time ly and properly noticed request for arbitration sha ll be submitted to binding arbitration through the America n Arbitration Association pursuant to its Commercial Arbitration Ru les. Each party sh all pay for its own attorneys' fees and costs for the arbitration. The parties shall split equally the cost of th e arbitrator. Both parties are entitl ed to conduct discovery in accordance with any applicable law. The arbitrator shall apply Vi rginia and Federa l law to t he issues presented and shall is sue a written memorandum of decision. The decision of the arbitrator shal l be final and binding , and the parties waive the right to a jury trial , a trial de novo or appeal except for the purpose of enfo rcing the arbitrator's decision. The prevailing party will be entitled to recover reasonable attorneys ' fees and costs of any action for enforcement , th e amoun t of any such attorneys' fees and costs award to be determined by the Arbitrator. b. Except as set forth in Section 5 with regard to injunctive relief, the parties expressly state that it is their intent to arbitrate disputes between them. Therefore, this Agreement shall be construed so as to be consistent with applicable Federal and Virginia law and to be enforceable to the maximum extent allowable by law to provide arbitration as the forum to resolve their disputes . If necessary, any portion of thi s Agree ment that is unenforceable by law sha ll be stricken, and the arbitrato r or the court , as the case may be , shall have the power to reform this Agreement to the extent necessary to comply w ith appl icable law and to give effect to the parties' intent th at they shall arbitrate their disputes . 25. Publicity CLIENT grants MERIDIAN permission to util ize the CLIENT's trademarks, trade names , or other designations in any promotion , press release or publication subject to CLIENT'S advance approval of said promotion , press release or publication. MERIDIAN w ill provide proposed promotion , press release or publication to CLI ENT within a reasonable time but not less than two business days prior to draft being made public. CLIENT wil l have the right to make any changes that CLIENT deems reasonably necessary. 26. Entire Agreement a. Except as otherwise provided for herein, this Agreement constitutes the entire agreeme nt between the parties pertaining to the subject matter hereof and supersed es all prior and contemporaneous agreements, negotiations and understandings, oral or written, between the parties w ith respect to the subj ect matter hereof. This Agreement w ill be binding on and inure to the benefit of the legal representatives , successors and permitted assigns of the parties . This Agreement may not be Saas Agreement: Multi-Tenant meridianks.com City Council 14 – 20 8/5/2025