Arbitration

Arbitration. Except where a resolution mechanism is otherwise specifically set out herein, if at any time any dispute, difference, disagreement or question shall arise between the Parties then every such dispute, difference, disagreement or question shall be referred to a single arbitrator, if the parties can agree upon one. Otherwise such matter in issue shall be referred to a board of three arbitrators, one to be appointed by each Party to the dispute and one to be appointed by the arbitrators chosen by the Parties, in writing, before the arbitrators enter upon the business of the reference. If any Party shall refuse or neglect to appoint an arbitrator within five (5) Business Days after the other Party shall have appointed an arbitrator and shall have served a written notice upon that other Party requiring such Party to make such appointment, then the arbitrator first appointed shall proceed to hear and determine the matter in issue as if that arbitrator was appointed by both parties for that purpose. The award or determination which shall be made by the arbitrator, the arbitrators, or the majority of them, as applicable, shall be absolutely final and binding upon the Parties and their respective heirs, executors, administrators, successors and assigns. In the event that the two arbitrators chosen by the Parties are unable to agree upon the appointment of the third arbitrator, when required, within five (5) days after the appointment of the last of them, then upon the motion of any such arbitrator or any party hereto to any judge of the Supreme Court of British Columbia, such Judge shall name the third arbitrator, whose appointment shall be final and binding upon the Parties. In all respects, subject to the terms of this Agreement, The Arbitration Act (British Columbia) and amendments thereto shall govern such proceedings, any arbitration shall occur in Vancouver, British Columbia, and the arbitrators shall be entitled to fix and apportion the liability for the costs of the arbitration.