Whereas, the Laser and Electro-Optics Manufacturers' Association ("LEOMA") and its undersigned members desire to enter into an agreement that provides for an alternative way of resolving disputes that may arise among themselves from time to time;
Whereas, it is the intent of the parties to establish a procedure for resolving these disputes before they escalate into expensive and time-consuming lawsuits,
Subject to the terms and conditions set forth below, the parties agree as follows: 

1. In regard to any dispute exclusively between LEOMA members who have signed this Agreement, the parties agree to make a good faith effort to settle the dispute by direct negotiations between the parties.  In the event the parties are unable to settle any such dispute within thirty (30) days of the first request to negotiate the dispute, the parties agree to refer the dispute to confidential mediation as set forth in Section 3 hereof. 
   
2. This Agreement is intended to bind LEOMA members only.  Parent or subsidiary corporations of LEOMA members are  excluded unless they separately sign this Agreement.  Likewise excluded are divisions of LEOMA members that do not meet the eligibility requirements of LEOMA.
   
3. The mediation process shall be commenced by one party (the "moving party") providing the other with a written request to mediate the dispute.  In this notice, the moving party shall indicate which independent, professional mediator it proposes to use, and any rules and regulations that the proposed mediator suggests be used to cover the mediation.  The notice will also inform the nonmoving party of the penalty for failure to respond, as set forth in Section 7 below.  The nonmoving party shall respond within ten (10) days from the date of receipt of this proposal, and may either accept the proposed mediator or propose a new one as well as rules to be followed.  If the parties are unable to agree on a mediator within ten (10) days of the date of the nonmoving party's response, they shall notify LEOMA offices and one shall be selected by the Executive Director of LEOMA, after consulting with both sides.  If the parties are unable to agree upon rules within ten (10) days of selecting the mediator, then the mediator shall set the rules after consulting with both parties.  The nonmoving party shall set the venue of the mediation process.
   
4. If the mediation process does not resolve the dispute, the moving party shall have the exclusive right to file a lawsuit in the jurisdiction of its choice for a period of 30 days following the end of the mediation process.  Nothing herein shall limit the right of the non-moving party to challenge the moving party's choice of jurisdiction.
   
5. The mediation process will continue until the dispute is resolved or until such time as the mediator and at least one of the parties finds that there is little likelihood of resolving the dispute by mediation within the next thirty (30) days.  The mediator shall mediate the dispute, but shall otherwise have no power or authority to render a binding decision on the dispute.  Any terms for settling the dispute shall be left up to the parties to agree upon, if possible.  Each party agrees to send a representative to the mediation with full authority to settle the dispute.  An appropriate non-disclosure agreement shall be signed by all parties as a condition to commencing mediation.  Each party to a mediation hereunder shall bear its own costs and expenses.  The expenses related to the mediator shall be divided equally among the parties. 
   
6. No party to this Agreement may bring a lawsuit against another party to this Agreement without first engaging in the mediation process as described in Sections 2 and 3 of this Agreement, for each specific dispute that may from time to time arise between the parties, unless: 
   

1.   the nonmoving party fails respond to the initial request for mediation within ten (10) days as set forth in Section 2 above, or
   
2. the mediation process does not resolve the dispute as provided in Section 3 above, or
   
3. the filing of a lawsuit is necessary in order to avoid the running of a statute of limitation that would prohibit the moving party from filing a lawsuit at a later date; but in this circumstance, the lawsuit shall not be served on the other party until such time as is the mediation process is completed or as late as possible under applicable law, or
   
4. the lawsuit seeks a preliminary injunction or temporary restraining order where monetary damages would not be a sufficient remedy and a party would be irreparably harmed if it were required to comply with the provisions of this Agreement prior to obtaining a hearing on its request for injunctive relief, or  ninety (90) days have expired since the date of the initial request for mediation in Section 2 above, unless both parties agree in writing