Hormel Foods (HRL)

arbitration will apply the laws of the State of Delaware (without regard to Delaware choice-of-law rules to the extent they would require the application of the substantive law of another place), including its statute of limitations, and the commercial arbitration rules of AAA to resolve the dispute.

(ii)           Such arbitration shall be conducted by one independent and impartial arbitrator to be selected by mutual agreement of the parties, if possible.  If the parties fail to reach agreement regarding appointment of an arbitrator within thirty days following receipt by one party of the other party’s notice of arbitration, the arbitrator shall be selected from a list or lists of proposed arbitrators submitted by AAA.  Unless the parties agree otherwise, the arbitrator shall be a former or retired judge.  The selection process shall be that which is set forth in the AAA commercial arbitration rules then prevailing, except that (A) the number of preemptory strikes shall not be limited and (B) if the parties fail to select an arbitrator from one or more lists, AAA shall not have the power to make an appointment but shall continue to submit additional lists until an arbitrator has been selected.  Initially, however, promptly following its receipt of a request to submit a list of proposed arbitrators, AAA shall convene the parties in person or by telephone and attempt to facilitate their selection of an arbitrator by agreement.  If the arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner.

The arbitrator shall render an opinion setting forth findings of fact and conclusions of law with the reasons therefor stated.  A transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either party.  The arbitrator may, in his or her discretion, require submission of post-hearing briefs.  The fees and expenses of the arbitrator and the court reporter shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award reasonable costs and expenses to the prevailing party in the arbitration as set forth below.  Each party will be entitled to serve one set of document requests and take one deposition.  Subject to a showing of good cause, the arbitrator may in his discretion order further discovery by either party.  The arbitrator shall render his or her award within 90 days of the conclusion of the arbitration hearing or 45 days after submission of written briefs, if applicable.  Notwithstanding any contrary provision of Delaware law, the arbitrator shall not be empowered to award to either party any punitive damages in connection with any dispute between them arising out of or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder, and each party hereby irrevocably waives any right to recover such damages.  The arbitrator shall determine which party is the prevailing party, and the prevailing party shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and expenses, and other costs and expenses incurred in connection with the arbitration (including expert witness costs and witness travel and lodging costs) unless the arbitrator, for good cause, determines otherwise.  Costs and fees of the arbitrator (including the costs of the record of the transcripts

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of the arbitration) shall be borne by the non-prevailing party, unless the arbitrator for good cause determines otherwise.

(iii)          Notwithstanding anything to the contrary provided in this Section 9.6(b) and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunction or other provisional judicial relief or to specifically enforce the terms of this Agreement if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief.  Judgment on the award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be entered in any court of competent jurisdiction.

(c)